As filed with the Securities and Exchange Commission on January 29, 2013

Registration No. 333-185642

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRI POINTE
HOMES, LLC

(to be converted into TRI Pointe Homes, Inc.)

(Exact name of registrant as specified in its charter)

Delaware

1531

27-3201111

(State or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification Number)

19520 Jamboree Road, Suite
200

Irvine, California 92612

(949) 478-8600

(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)

Douglas F. Bauer

Chief Executive Officer and Manager

TRI Pointe Homes, LLC

19520 Jamboree Road, Suite 200

Irvine, California 92612

(949) 478-8600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies
to:

Michael A. Gordon, Esq.

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Tel (312) 853-7000

Fax (312) 853-7036

J. Gerard Cummins, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Tel (212) 839-5300

Fax (212) 839-5599

Dhiya El-Saden, Esq.

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071

Tel (213) 229-7196

Fax (213) 229-6196

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. ¨

If this Form
is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ¨

If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

¨

CALCULATION OF REGISTRATION FEE

Title of each Class of

Securities to be Registered

Proposed MaximumAggregate
OfferingPrice(1)(2)

Amount of

Registration Fee(1)

Common Stock, $0.01 par value per share

$251,877,600

$34,357

(1)

Estimated solely for purposes of determining the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Of this
amount, $29,365 has previously been paid.

(2)

Includes shares of common stock that may be purchased by the underwriters pursuant to their option to purchase additional shares of common stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor
the selling stockholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 29, 2013

PRELIMINARY PROSPECTUS

13,689,000 Shares

TRI Pointe Homes, Inc.

Common Stock

$ per share

This is the initial public offering of our common stock.
We are selling 10,000,000 shares of our common stock and the selling stockholder named in this prospectus is selling 3,689,000 shares of our common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling
stockholder. We currently expect the initial public offering price to be between $14.00 and $16.00 per share of our common stock.

The selling stockholder has granted the underwriters an option to purchase up to 2,053,350 additional shares of our common stock.

Our common stock has been approved for
listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol TPH.

We are an emerging growth company
under the federal securities laws and are eligible for reduced reporting requirements. See SummaryImplications of Being an Emerging Growth Company.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Share

Total

Initial public offering price

$

$

Underwriting discount

$

$

Proceeds to us (before expenses)

$

$

Proceeds to the selling stockholder (before expenses)

$

$

The underwriters expect to
deliver the shares to purchasers on or about , 2013 through the book-entry facilities of The Depository Trust Company.

We are responsible for the information contained in this prospectus. We have not
authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, the underwriters are not, and the selling stockholder is not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

We use market data and industry forecasts and projections throughout this prospectus, and in
particular in the sections entitled Summary, Market Opportunity and Our Business. We have obtained substantially all of this information from a market study prepared for us in connection with this offering by John
Burns Real Estate Consulting, LLC (JBREC), an independent research provider and consulting firm. We have paid JBREC a fee of $24,600 for that market study, plus an amount charged at an hourly rate for additional information we may
require from JBREC from time to time in connection with that market study. Such information is included in this prospectus in reliance on JBRECs authority as an expert on such matters. Any forecasts prepared by JBREC are based on data
(including third-party data), models and experience of various professionals, and are based on various assumptions (including the completeness and accuracy of third-party data), all of which are subject to change without notice. See
Experts. In addition, certain market and industry data has been taken from publicly available industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable,
but that the accuracy and completeness of the information are not guaranteed. We have not independently verified the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forecasts and other
forward-looking information obtained from these sources are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

Special Note on Ownership of Our Common Stock

As part of our formation transactions, the members of TRI
Pointe Homes, LLC (the entity that will be converted into a Delaware corporation and renamed TRI Pointe Homes, Inc. as part of our formation transactions) (TPH LLC) will receive an aggregate of 21,597,907 shares of our common stock in
connection with the conversion of their membership interests in TPH LLC. The members of TPH LLC include a private equity fund (which, together with its wholly-owned subsidiaries, we refer to as the Starwood Fund) managed by an affiliate
of Starwood Capital Group Global, L.P., the members of our management team and a third-party investor. In addition to their membership interests in TPH LLC, members of our management team also hold incentive units in TPH LLC and we refer to them in
their capacity as holders of incentive units as Incentive Unit Holders.

The allocation of the 21,597,907 shares of our common stock among the members of TPH LLC (other than the Incentive Unit Holders) and the Incentive Unit Holders depends on a calculation of an internal rate
of return to the members of TPH LLC (other than the Incentive Unit Holders) resulting from this offering, which in turn depends upon the timing of this offering and the value per share of our common stock. Under the operating agreement of TPH LLC,
that value per share of our common stock is based initially upon the midpoint of the price range set forth on the cover page of this prospectus. Such value is subject to adjustment following the completion of this offering such that the number of
shares that are allocated to the members of TPH LLC (other than the Incentive Unit Holders), on the one hand, may increase or decrease and the number of shares that are allocated to the Incentive Unit Holders, on the other hand, may correspondingly
decrease or increase, in an amount limited to up to 1.0% of the aggregate number of shares of our common stock outstanding immediately following the completion of this offering. The adjustment is based upon (1) the average of the closing price
of the shares of our common stock on the New York Stock Exchange for the ten trading-day period initially following this offering and (2) the number of shares of our common stock outstanding on the date of the completion of this offering.
Although the allocation of shares of our common stock among the members of TPH LLC (other than the Incentive Unit Holders) and the Incentive Unit Holders is subject to a minor adjustment based on the foregoing, the number of shares of our common
stock received by the members of TPH LLC (other than the Incentive Unit Holders) and the Incentive Unit Holders in the aggregate will not change as a result of such adjustment. For a more detailed discussion regarding the numbers of shares of our
common stock that will be received by the members of TPH LLC (other than the Incentive Unit Holders), on the one hand, and the Incentive Unit Holders, on the other hand, see Principal and Selling Stockholders.

This summary highlights information contained elsewhere in
this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read this entire prospectus carefully, including, in particular, the Risk Factors
section beginning on page 19 of this prospectus. As used in this prospectus, unless the context otherwise requires or indicates, references to the Company, our company, we, our and us
(1) for periods prior to September 24, 2010, the date on which the Starwood Fund agreed to make its investment in us, refer to the entities through which we conducted our business during such periods, which we refer to collectively as
our predecessor, (2) for periods from and after September 24, 2010 and prior to the completion of our formation transactions, refer to TRI Pointe Homes, LLC and its subsidiaries and affiliates, which we sometimes refer to as
TPH LLC, and (3) following the completion of our formation transactions, refer to TRI Pointe Homes, Inc. and its subsidiaries and affiliates; references to the Starwood Fund refer to a private equity fund (together with
its wholly-owned subsidiaries) managed by an affiliate of Starwood Capital Group; and references to Starwood Capital Group refer to Starwood Capital Group Global, L.P., its predecessors and owned affiliates.

Unless otherwise indicated, market data is derived from a
market study prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC (JBREC).

Unless the context otherwise requires, the information in this prospectus assumes that: (1) our formation transactions have been
completed, (2) the shares of our common stock to be sold in this offering are sold at $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and (3) the underwriters option to
purchase additional shares is not exercised.

Our Company

We are engaged in the design, construction and sale of innovative single-family homes in planned communities in major metropolitan areas
located throughout Southern and Northern California. Our company was founded in April 2009, towards the end of an unprecedented downturn in the national homebuilding industry, by our current management team with over a century of collective industry
experience. As a next generation regional homebuilder, we are focused on taking advantage of opportunities in selected markets in California and are prudently evaluating opportunities in other Southwestern states with improving local
market conditions. Unburdened by underperforming assets or legacy issues, our growth strategy generally seeks to capitalize on high demand in selected core markets with favorable population and employment growth as a result of proximity
to job centers or primary transportation corridors. As of September 30, 2012, our operations consisted of 13 communities, eight of which are actively selling, containing 695 lots under various stages of development (including three communities, one
of which is actively selling, containing 143 lots for our fee building projects, as described below) in Southern and Northern California.

Our company was founded by the members of our management team, who have worked together for over 20 years. They have firmly established
our companys core values of quality, integrity and excellence, which are the driving forces behind our innovative designs and strong customer commitment. Given our relative size and regional focus, our management team employs a disciplined,
hands-on approach, leveraging strong local market relationships and established reputation to source acquisitions, achieve land entitlements (which provide basic development rights to the owner) and deliver quality homes on budget and on schedule.

Prior to this offering, we have operated our
business through TRI Pointe Homes, LLC, which, prior to the completion of this offering, will be converted into a Delaware corporation and renamed TRI Pointe Homes, Inc. The members of TRI Pointe Homes, LLC, which members include a fund affiliated
with Starwood Capital Group, the members of our management team and a third-party investor, will receive an aggregate of 21,597,907 shares of our common stock in connection with our conversion into a corporation.

Since our formation, we have sold over 350 homes (including fee building projects), a number
of which are located in prestigious master planned communities in California, and we have forged relationships with several leading national land developers. Our construction expertise across an extensive product offering allows us flexibility to
pursue a wide array of land acquisition opportunities and appeal to a broad range of potential homebuyers, including entry-level, move-up and higher income customers. As a result, we build across a variety of price points, ranging from approximately
$300,000 to $1,500,000, and home sizes, ranging from approximately 1,250 to 4,300 square feet. Cutting edge product development as well as exemplary customer service are key components of the lifestyle connection we seek to establish with each
individual homebuyer. Additionally, we believe our diversified product strategy enables us to adapt quickly to changing market conditions and to optimize returns while strategically reducing portfolio risk.

In September 2010, we received an equity commitment of $150
million from a fund affiliated with Starwood Capital Group, a private equity firm founded and controlled by Barry Sternlicht, the chairman of our board. Starwood Capital Group is a key strategic partner, providing access to acquisition opportunities
within our markets as well as a wide range of knowledge in all aspects of real estate finance and operations. As of September 30, 2012, the Starwood Fund had contributed the entire $150 million of its commitment to us, and it has no further
obligation to contribute capital to us. The Starwood Funds investment has enabled us to acquire or control, through options or non-binding letters of intent, 1,436 lots in 20 current and future communities. Prior to the Starwood Funds
investment, most of our operations consisted of fee building projects in which we built, marketed and sold homes for independent third-party property owners with whom we have revenue sharing agreements on projects typically marketed
under the TRI Pointe Homes brand name.

Our home
sales revenue has grown rapidly from $4.1 million in 2010 to $26.5 million in the twelve months ended September 30, 2012 and our business mix has shifted away from fee building. We have experienced losses since we were founded in 2009, including
losses of $3.9 million and $4.6 million for the nine months ended September 30, 2012 and the year ended December 31, 2011, respectively. As of September 30, 2012, we owned 552 lots and controlled 841 lots (689 lots that are under land
option contracts or purchase contracts, 91 lots that are under non-binding letters of intent and 61 additional lots that are under an option contract executed in October 2012), representing approximately two to three years of supply to support our
current growth plan. We seek to invest only in land inventory that we can efficiently develop over a 24 to 36 month horizon in order to maximize our returns on capital and minimize our exposure to market risk. We continually evaluate new communities
and have an attractive pipeline of land acquisition opportunities.

Industry Overview

National Housing Market

The U.S. housing market continues to show signs of stabilization and improvement from the cyclical low points reached during the 2008  2009 global recession. Between the 2005  2006 market peak
and 2011, single family housing starts declined 75%, according to data compiled by the U.S. Census Bureau, and median home prices declined 34%, as measured by the S&P Case-Shiller Index. In 2012, as a result of an improving macroeconomic
backdrop and modest improvement in unemployment, early signs of a recovery began to materialize in many markets around the country. In the nine months ended September 30, 2012, new housing permits increased 32% and the median single-family home
price increased 6% over the same period in 2011. Growth in sales of new homes have outpaced growth in sales of existing homes over the same period, increasing 23% versus 8% for existing homes.

Historically, strong housing markets have been associated with affordability, a healthy domestic economy,
positive demographic trends such as population growth and household formation, low interest rates, increases in renters that qualify as homebuyers and locally based dynamics such as housing demand relative to housing

supply. Many markets across the U.S. are beginning to exhibit several of these positive characteristics. Relative to long-term historical averages, the U.S. economy is creating more jobs for
every homebuilding permit issued, the inventory of resale and new unsold homes is relatively low and affordability is near its highest level in over 30 years, as measured by the ratio of homeownership costs to household income.

However, despite recent momentum, the U.S. housing market has
not fully recovered from the 2008  2009 recession as consumer confidence remains below average levels, mortgage underwriting standards remain tight, and inventories of vacant and distressed homes remain elevated relative to historic averages.
Additionally, real estate is a local industry and not all markets exhibit the same trends.

California Housing Market

California residential real estate markets are significantly more supply-constrained and have experienced deeper contraction than other regions in the U.S. during the most recent global economic
recession. Between the peak in 2005 and the trough in 2011, annual single-family homebuilding permits in the state of California declined a total of 86% versus the national decline of 75%. Despite being one of the largest housing markets in the
nation, having issued an average of over 86,500 single-family homebuilding permits annually between 2001 and 2011, California added fewer than 26,000 single-family permits annually from 2009 through 2011. For the nine months ended September 30,
2012, California homebuilding permits grew 32% over the same period of the prior year, in line with the national average of 32%. The median existing family home price increased by an average of 7.4% from one year prior versus the national average of
5.8%, with more accelerated rates of appreciation in recent months.

The Companys core markets in Southern and Northern California are expected to exhibit strong absolute or relative population growth, a key indicator of housing demand. According to a
JBREC study of the 65 largest markets in the country, based on absolute population growth for the years 2012  2016, Los Angeles, San Diego and Riverside-San Bernardino are expected to rank among the top 15 markets in the country, with Orange
County and Denver expected to rank in the top 25 markets. Additionally, supply constraints and increasing demand present more opportunities to build higher-density, infill projects (which are projects to construct new homes on vacant or
under-utilized lots among existing properties in established communities) in the coastal submarkets.

While California experienced some of the greatest distress and sharpest price declines during the downturn, it remains in the early stages
of a potential recovery. In 2011, unemployment was approximately 2.8 percentage points above the national average of 8.9%, a gap that widened from less than one percentage point in 2007. A reversion to long-term historical averages in terms of
housing permits and sales volumes would represent meaningful improvement to current market conditions in many California markets. However, the Companys core markets possess many positive attributes critical for a healthy housing
market and are expected to exhibit solid growth.

We believe the following strengths will provide us with a significant competitive advantage in implementing our
business strategy:

Experienced and Proven Leadership

Douglas Bauer, our Chief Executive
Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial Officer, have worked together for over 20 years and have a successful track record of managing and growing a public homebuilding company.
Their combined real estate industry experience includes land acquisition, financing, entitlement, development, construction, marketing and sales of single-family detached and attached homes in communities in a variety of markets. Prior to forming
our company in 2009, Messrs. Bauer, Mitchell and Grubbs worked together for 17 years at William Lyon Homes from its formation in 1992, ultimately serving as its President and Chief Operating Officer, Executive Vice President and Senior Vice
President and Chief Financial Officer, respectively. William Lyon Homes was formed with a nominal investment, and listed its shares on the New York Stock Exchange in 1999 until the company was taken private in 2006. During their tenure at William
Lyon Homes, the company focused its operations in California, Arizona and Nevada. During its public operating period, the company delivered over 2,800 homes per year on average, generated revenues averaging over $1.0 billion per year and increased
shareholders equity from $53 million to over $600 million. We believe that our management teams prior experience, extensive relationships and strong local reputation provide us with a competitive advantage in being able to secure
projects, obtain entitlements, build quality homes and complete projects on schedule.

Focus on High Growth Core Markets in California and Other Southwestern States

Our business is well-positioned to capitalize on the broader national housing market recovery. We are focused on the design, construction
and sale of innovative single-family detached and attached homes in planned communities in major metropolitan areas in Southern and Northern California and, more recently, in Colorado. Additionally, we plan to evaluate expansion opportunities on an
opportunistic basis in other markets in the Southwestern United States. According to JBREC, the Southwestern region represents some of the largest single family housing markets in the country, as defined by sales, starts and building permits. In
Southern California, we principally operate in the counties of Los Angeles, Orange, San Diego, Ventura and Riverside-San Bernardino, and in Northern California, we principally operate in the counties of Santa Clara, San Mateo and Alameda. In
Colorado, we anticipate that we will principally operate in the counties of Douglas, Denver, Arapahoe and Jefferson. These markets are generally characterized by high job growth and increasing populations, creating strong demand for new housing, and
we believe they represent attractive homebuilding markets with opportunities for long-term growth. Moreover, our management team has deep local market knowledge of the California and Colorado homebuilding and development industries. We believe this
experience and strong relationships with local market participants enable us to efficiently source, entitle and close on land.

Attractive Land Positions to Support Future Growth

We believe that we have strong land positions strategically located within our core markets, all of which have been acquired since 2010.
We select communities with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics that we believe will support long-term growth. Our Southern California assets are well
located along key transportation corridors in major job centers in our submarkets. In Northern California, our assets are located within and around the Silicon Valley, a major employment center. Additionally, our planned project in Castle Rock,
Colorado is conveniently located near the hub of the Denver Tech Center, a major employment center in Denver, with a concentration of larger technology and communications companies and excellent schools.

As of September 30, 2012, we owned 552 lots in California in which we had commenced
development, held options or were under contract to acquire an additional 689 lots in eight new communities in California and Colorado and had entered into non-binding letters of intent to acquire an additional 91 lots in one new and one existing
community in Southern California. In October 2012, we entered into an option contract to acquire an additional 61 lots in Southern California. There can be no assurance that we will acquire any of these land parcels on the terms or timing
anticipated or at all or that we will proceed to build and sell homes on any of this land. See Pending Acquisitions below.

Strong Operational Discipline and Controls

Our management team possesses significant operating expertise, including running a much larger public homebuilder. The perspective gained
from that experience has helped shape the strict discipline and hands-on approach with which our company is managed. From monthly financial and operating performance dashboard updates on each project to quarterly operating committee
review and financial accountability at the project management level, our strict operating discipline is a key part of our strategy to maximize returns while minimizing risk.

Our Relationship with Starwood Capital Group

We believe that our relationship with Starwood Capital
Group, which has approximately $20 billion of real estate-related assets under management, gives us a strong competitive advantage, in particular by providing us with access to the personnel, relationships and the investing and operational expertise
of Starwood Capital Group. Additionally, Barry Sternlicht, the Chairman and Chief Executive Officer of Starwood Capital Group, is also the chairman of our board. As a former Chairman and Chief Executive Officer of Starwood Hotels & Resorts
Worldwide, Inc., a Fortune 500 company, and current Chairman and Chief Executive Officer of Starwood Property Trust, Inc., a commercial real estate finance company, Mr. Sternlicht brings a unique perspective on building a world class real
estate operating business to the chairman position. The Starwood Fund will have the right to designate two members of our board for as long as the Starwood Fund owns 25% or more of our outstanding common stock (excluding shares of common stock that
are subject to issuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares) and one member for as long as it owns at least 10%. Messrs. Bauer, Mitchell and Grubbs will agree to vote all
shares of our common stock that they own in favor of the Starwood Fund nominees in any election of directors for as long as the Starwood Fund owns at least 10%.

Through our relationship with Starwood Capital Group, our management team has drawn upon the deep real estate knowledge base of Starwood
Capital Groups personnel and its established track record of investing in real estate operating companies. On behalf of funds sponsored by Starwood Capital Group, members of its executive team have created or taken public three successful
companies, including Starwood Hotels & Resorts Worldwide, Inc., Starwood Property Trust, Inc. and iStar Financial, Inc. They also participated in the formation of Equity Residential Properties Trust, one of the premier U.S.
multi-family REITs. We believe the breadth of experience and the relationships that Starwood Capital Group has fostered since its inception, particularly in the residential land business, will provide us with competitive advantages in acquiring land
and developing homes. Over the past five years, affiliates of Starwood Capital Group have purchased over 19,400 residential lots in targeted markets. As of September 30, 2012, affiliates of Starwood Capital Group controlled more than 21,100
residential lots across the United States, including approximately 9,600 lots in California, Arizona and Colorado. Affiliates of Starwood Capital Group may make available to us for purchase, at market prices, certain of their owned residential land
holdings.

No Legacy Issues

Given our recent formation in 2009 and that our current land
inventory was accumulated following the Starwood Funds investment in us in September 2010, we do not have distressed legacy assets or liabilities to

manage, unlike many competitors that were affected by the unprecedented downturn in the real estate markets that resulted from the recession of 2008  2009. As a result, all of our real
estate assets as well as those we have under option contracts, purchase contracts or non-binding letters of intent are located in markets that we targeted after the downturn commenced, whereas many of our competitors continue to own legacy
properties in economically stagnant locations or land options either on undesirable properties or with unfavorable terms. The absence of legacy issues has also allowed us to hire experienced and talented real estate development personnel who became
available during the downturn. We believe that our strong balance sheet and absence of legacy issues enables us to focus on future growth, as opposed to having resources diverted to manage troubled assets.

Our Business Strategy

Our business strategy is focused on the design, construction
and sale of innovative single-family detached and attached homes in planned communities in major metropolitan areas in Southern and Northern California and, more recently, Colorado, as well as the eventual entry into other Southwestern markets. Our
business strategy is driven by the following:

Acquire
Attractive Land Positions While Reducing Risk

We believe that our reputation and extensive relationships with land sellers, master plan developers, financial institutions, brokers and other builders, as well as our relationship with Starwood Capital
Group, will enable us to continue to acquire well-positioned land parcels in our target markets in Southern and Northern California, Colorado and other Southwestern markets and provide us access to a greater number of acquisition opportunities. We
believe our expertise in land development and planning enables us to create desirable communities that meet or exceed our target customers expectations, while operating at competitive costs. We also believe that our strategy of holding an
inventory of land that will provide us with a two to three year supply of developed lots and focusing on the development of entitled parcels that we can complete within approximately 24 to 36 months from the start of sales allows us to limit
exposure to land development and market cycle risk while pursuing attractive returns on our capital. We also seek to minimize our exposure to land risk through disciplined management of entitlements, as well as the use of land options and other
flexible land acquisition arrangements.

Increase Market
Position in Growth Markets

We believe
that there are significant opportunities to profitably expand in our existing and target markets, and we continually review our selection of markets based on both aggregate demographic information and our own operating results. We use the results of
these reviews to re-allocate our investments to those markets where we believe we can maximize our profitability and return on capital over the next several years. While our primary growth strategy will focus on increasing our market position in our
existing markets, we may, on an opportunistic basis, explore expansion into other markets through organic growth or acquisition.

Provide Superior Design and Homeowner Experience and Service

We consider ourselves a
progressive homebuilder driven by exemplary customer experience, cutting-edge product development and exceptional execution. Our core operating philosophy is to provide a positive, memorable experience to our homeowners through active
engagement in the building process, tailoring our product to the buyers lifestyle needs and enhancing communication, knowledge and satisfaction. We believe that the new generation of home buying families has different ideas about the kind of
home buying experience it wants. As a result, our selling process focuses on the homes features, benefits, quality and design in addition to the traditional metrics of price and square footage. In addition, we devote significant resources to
the research and design of our homes to better meet the needs of our buyers. Through our TRI-e3 Green platform, we provide homes that we believe are earth-friendly,

enhance homeowners comfort, promote a healthier lifestyle and deliver tangible operating cost savings versus less efficient resale homes. Collectively, we believe these steps enhance the
selling process, lead to a more satisfied homeowner and increase the number of buyers referred to our communities.

Offer a Diverse Range of Products

We are a builder with a wide variety of product lines that enable us to meet the specific needs of each of our core markets, which we believe provides us with a balanced portfolio and an opportunity to
increase market share. We have demonstrated expertise in effectively building homes across product offerings from entry-level through first-time and second-time move-up housing. We spend extensive time studying and designing our products
through the use of architects, consultants and homeowner focus groups for all levels and price points in our target markets. We believe our diversified product strategy enables us to best serve a wide range of buyers, adapt quickly to changing
market conditions and optimize performance and returns while strategically reducing portfolio risk. Within each of our core markets we determine the profile of buyers we hope to address and design neighborhoods and homes with the specific needs of
those buyers in mind.

Focus on Efficient Cost Structure and
Target Attractive Returns

We believe
that our homebuilding platform, which carries no legacy assets or liabilities, and our focus on controlling costs position us well to generate attractive returns for our investors. Our experienced management team is vigilant in maintaining its focus
on controlling costs. We competitively bid each phase of development while maintaining strong relationships with our trade partners by managing production schedules closely and paying our vendors on time.

We combine decentralized management in those aspects of our
business where we believe detailed knowledge of local market conditions is critical (such as governmental processing, construction, land development and sales and marketing), with centralized management in those functions where we believe central
control is required (such as approval of land acquisitions, financial, treasury, human resources and legal matters). We have also made significant investments in systems and infrastructure to operate our business efficiently and to support the
planned future growth of our company as a result of executing our expansion strategy.

Utilize Prudent Leverage

We intend to employ both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash flows from continuing operations, to provide us with the financial flexibility to
access capital on the best terms available. In that regard, we expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us and we
anticipate that future indebtedness will likewise be recourse. As of September 30, 2012, we had approximately $86.0 million of aggregate loan commitments, of which $46.4 million was outstanding. At that date, our aggregate loan commitments
consisted of a $20 million secured revolving credit facility, which provides financing for several real estate projects, two project-specific revolving loans and several other loan agreements related to the acquisition and development of lots and
the construction of model homes and homes for sale. We amended our secured revolving credit facility in December 2012 to increase the maximum amount that can be borrowed thereunder to $30 million. As a means of sustaining our long-term financial
health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to remain conservatively capitalized.

For the fourth quarter ended December 31, 2012, we expect to report significant year-over-year increases in net new home orders, closings
and backlog. Our expected net new home orders, closings and backlog for our owned projects for the fourth quarter of fiscal 2012 compared to the same period in fiscal 2011 is set forth below:

Quarter EndedDecember 31,

Increase (Decrease)

2012

2011

Amount

%

Net new home orders

75

8

67

838

%

New homes delivered

89

1

0

79

790

%

Backlog (units)

68

8

60

750

%

At December 31, 2012, we had
seven owned selling communities, compared with three owned selling communities at December 31, 2011. We expect to report home sales revenue for the fourth quarter ended December 31, 2012 of between $52.0 million and $55.0 million, as compared to
$4.2 million for the same period in 2011 and $10.0 million for the third quarter ended September 30, 2012.

We are currently in the process of finalizing our consolidated financial results for our fourth quarter and fiscal year ended December 31,
2012 and, therefore, our actual results for these periods are not yet available and have not been audited. The preliminary financial and operating data presented above for the quarter ended December 31, 2012 are subject to change pending
finalization, and actual results may differ as we finalize such results.

Company Update

During the quarter ended December 31, 2012, we closed the purchase of an aggregate of 246 lots (105 lots in Rancho Mission Viejo (Orange County), 25 lots in Azusa (Los Angeles County), 59 lots in Mountain
View (Santa Clara County) and 57 lots in Castle Rock (Douglas County, Colorado)) for an aggregate remaining purchase price of $40.7 million (net of deposits), all of which were included in Pending Acquisitions as of September 30,
2012. In addition, we acquired 66 lots in Playa Vista (Los Angeles County) and have added 76 lots in Northern California and 104 lots in Colorado under non-binding letters of intent during the quarter, which were not included in Pending
Acquisitions as of September 30, 2012. As of December 31, 2012, we had options, were under contract or had entered into non-binding letters of intent to acquire land for an aggregate remaining purchase price of approximately $147.2 million
(net of deposits) on which we expect to build 775 homes in 10 new communities in California and Colorado. There can be no assurance that we will acquire any of these land parcels on the terms or timing anticipated or at all or that we will proceed
to build and sell homes on any of this land.

The following table sets forth home sales revenue and units delivered by market for our
owned projects, in which we built and sold the homes for our own account, during the nine months ended September 30, 2012 and the preceding two calendar years. In addition, the following table sets forth units delivered by market for our fee
building projects, in which we built the homes for independent third-party property owners. In our fee building business, we receive management fees for homes we build for independent third-party property owners and do not record the home sales
revenue from the homes sold.

Nine MonthsEndedSeptember 30,2012

Year Ended December 31,

2011

2010(1)

Home Sales

UnitsDelivered

Home Sales

UnitsDelivered

Home Sales

UnitsDelivered

(dollars in thousands)

Southern California

Owned Projects

Riverside County:

Amberview, Riverside

$

4,412

10

$





$





Topazridge, Riverside

3,481

8









Sagebluff, Riverside

4,946

14









Castlerock, Riverside





7,117

21

2,728

8

San Diego County:

Eagle Ridge, Oceanside

4,970

12

6,408

15

1,415

3

Los Angeles County:

Los Arboles, Simi Valley

4,468

11









TotalOwned Projects

$

22,277

55

$

13,525

36

$

4,143

11

Fee Building Projects

Orange County:

Andalucia, Irvine(2)





3

Sonoma, Irvine(2)



19

76

San Marino, Irvine(3)

16

20



San Diego County:

Patria, Chula Vista(2)



29

23

TotalFee Building Projects

16

68

102

TotalCompany

71

104

113

(1)

Included in the table for the year ended December 31, 2010 are 46 units related to fee building projects completed prior to the Starwood
Funds investment in us on September 24, 2010. Since the Starwood Funds investment in us, we have focused primarily on building and selling homes for our own account.

(2)

We entered into a construction management agreement to build, sell and market homes in this community for an independent third-party property owner.
This project is marketed under the TRI Pointe Homes brand name.

(3)

We entered into a construction management agreement to only build homes in this community for an independent third-party property owner. This project
is marketed under the independent third-party property owners name.

Our homebuilding projects usually take approximately 24 to
36 months to complete from the start of sales. The following table presents project information relating to each of our markets as of September 30, 2012 and includes information for all completed projects from our inception and current projects
under development where we are building and selling homes for our own account and all completed projects from our inception and current projects under development where we are acting as a fee builder.

County, Project, City

Year
ofFirstDelivery(1)

TotalNumber ofHomes(2)

CumulativeUnitsClosed as
ofSeptember 30,2012

Backlog
atSeptember 30,2012(3)(4)

Lotsas ofSeptember 30,2012(5)

Sales PriceRange(in
000s)(6)

Home SizeRange (sq. ft.)

Owned Projects

Southern California

Orange County:

Brio, La Habra

2013

91





91

$

410  $445

1,744  2,259

San Diego County:

Eagle Ridge, Oceanside

2010

30

30





$

425  $435

2,362  2,495

Candera, San Marcos

2012

50



22

50

$

297  $357

1,524  2,014

Candera, San Marcos

2012

8



5

8

$

440  $490

2,361  2,929

Civita, San Diego

2013

45





45

$

570  $630

1,615  2,017

Riverside County:

Castlerock, Riverside

2010

29

29





$

315  $335

2,336  2,661

Amberview, Riverside

2012

11

10

1

1

$

390  $440

2,713  4,291

Topazridge, Riverside

2012

68

8

5

60

$

390  $440

2,567  3,773

Sagebluff, Riverside

2012

47

14

9

33

$

350  $380

2,866  3,206

Los Angeles County:

Los Arboles, Simi Valley

2012

43

11

12

32

$

385  $420

1,300  1,521

Tamarind Lane, Azusa

2012

62



6

62

$

425  $450

2,015  2,098

Southern California Total

484

102

60

382

Northern California

Santa Clara County:

Chantrea, San Jose

2012

38



13

38

$

1,245 $1,465

3,390  4,250

Ironhorse South, Morgan Hill

2012

37



9

37

$

500  $676

1,818  2,672

Ironhorse North, Morgan Hill

2013

32





32

$

500  $676

1,818  2,672

San Mateo County:

Amelia, San Mateo

2013

63





63

$

690  $1,030

1,256  2,521

Northern California Total

170



22

170

Company TotalOwned Projects

654

102

82

552

Fee Building Projects

Southern California

Orange County:

Andalucia, Irvine(7)

2010

3

3





$

849  $1,028

1,961  2,596

Sonoma, Irvine(7)

2010

95

95





$

755  $900

2,330  2,622

San Marino, Irvine(8)

2011

39

36



3

N/A

2,808  3,121

San Diego County:

Patria, Chula Vista(7)

2010

52

52





$

503  $553

2,687  3,341

Ventura County:

Meridian Hills, Moorpark(7)

2013

83





83

$

620  $775

2,650  3,883

Lagunitas, Carpinteria(9)

2013

57



3

57

$

450  $815

1,360  2,605

Southern California Total

329

186

3

143

Company TotalFee Building Projects

329

186

3

143

Grand Totals:

Owned Projects

654

102

82

552

Fee Building Projects

329

186

3

143

983

288

85

695

(1)

Year of first delivery for future periods is based upon managements estimates and is subject to change.

The number of
homes to be built at completion is subject to change, and there can be no assurance that we will build these homes.

(3)

Backlog consists
of homes under sales contracts that had not yet closed, and there can be no assurance that closings of sold homes will occur.

(4)

Of the total homes
subject to pending sales contracts that have not closed as of September 30, 2012, 82 represent homes completed or under construction on our owned projects and three represent homes completed on our fee building projects.

(5)

Owned lots and fee
building lots as of September 30, 2012 include owned lots and fee building lots in backlog as of September 30, 2012.

(6)

Sales price range
reflects base price only and excludes any lot premium, buyer incentives and buyer selected options, which may vary from project to project. Sales prices for homes required to be sold pursuant to affordable housing requirements are excluded from
sales price range.

(7)

We entered into a
construction management agreement to build, sell and market homes in this community for an independent third-party property owner. This project is marketed under the TRI Pointe Homes brand name.

(8)

We entered into a
construction management agreement to only build homes in this community for an independent third-party property owner.This project is marketed under the independent third-party property owners name.

(9)

We entered into a
non-binding letter of intent to only build homes in this community for an independent third-party property owner. There can be no assurance that we will enter into a binding agreement or that we will complete this project as planned.

Pending Acquisitions

As of
September 30, 2012, we had options or were under contract to acquire land for an aggregate purchase price of approximately $109.3 million (net of deposits) on which we expect to build 689 homes in eight new communities in California and
Colorado. These projects are located in Rancho Mission Viejo (Orange County), Huntington Beach (Orange County) (two communities), Mountain View (Santa Clara County), Alameda (Alameda County) (three communities) and in Castle Rock (Douglas County,
Colorado). As of September 30, 2012, we had paid $16.5 million in non-refundable deposits relating to these pending acquisitions. We have also entered into non-binding letters of intent, and, in October 2012, entered into an option contract, to
acquire land for an aggregate purchase price of $56.0 million on which we expect to build 152 homes in two new communities and one existing community. The following table presents certain information with respect to each of these pending
acquisitions as of September 30, 2012(1).

Market

Total
LotsControlled(1)

Communities

Aggregate PurchasePrice, Net(2)

Southern California

387

5

$

103,875,000

Northern California

305

4

52,850,000

Colorado

149

1

8,579,000

Company total

841

10

$

165,304,000

(1)

Includes
(i) 689 lots that are under land option contracts or purchase contracts, (ii) 91 lots that are under non-binding letters of intent and (iii) 61 lots that are under an option contract executed in October 2012. The aggregate purchase
price of the lots under non-binding letters of intent and the option contract executed in October 2012 is $56.0 million. With respect to the lots under non-binding letters of intent, there can be no assurance that we will enter into binding
agreements or as to the terms thereof. There can be no assurance that we will acquire any of these land parcels on the terms or timing anticipated or at all or that we will proceed to build and sell homes on any of this land.

Includes the
estimated aggregate purchase price of all the lots per region less aggregate deposits paid of $16.5 million as of September 30, 2012.

Owned and Controlled Lots

As of September 30, 2012, we owned or controlled, pursuant to option contracts, purchase contracts or
non-binding letters of intent, an aggregate of 1,393 lots. The following table presents certain information with respect to our owned and controlled lots as of September 30, 2012(1).

Market

Lots Owned

Lots
Controlled(1)

Lots Owned andControlled(1)

Southern California

382

387

769

Northern California

170

305

475

Colorado



149

149

Company total

552

841

1,393

(1)

Includes
(i) 689 lots that are under land option contracts or purchase contracts, (ii) 91 lots that are under non-binding letters of intent and (iii) 61 lots that are under an option contract executed in October 2012. With respect to the lots
under non-binding letters of intent, there can be no assurance that we will enter into binding agreements or as to the terms thereof.

Summary Risk Factors

An investment in the shares of our common stock involves risks. You should consider carefully the risks discussed below and described more
fully along with other risks under Risk Factors in this prospectus before investing in our common stock.

Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could have a material adverse effect on us.



Our geographic concentration could materially and adversely affect us if the homebuilding industry in our markets should decline.



Because most of our homebuyers finance the purchase of their homes, the terms and availability of mortgage financing can affect the demand for and the
ability to complete the purchase of a home, which could materially and adversely affect us.



Interest rate increases or changes in federal lending programs or other regulations could lower demand for our homes, which could materially and
adversely affect us.



Our business and results of operations are dependent on the availability and skill of subcontractors.



Fluctuations in real estate values may require us to write-down the book value of our real estate assets.



The Starwood Fund holds a significant equity interest in our company and its interests may not be aligned with yours, and as a result of Starwood
Capital Groups relationship with us, conflicts of interests may arise with respect to transactions involving or with Starwood Capital Group or its affiliates.

We have no contractual right to access the personnel, relationships or the investing and operational expertise of Starwood Capital Group, which may be
withheld from us at any time, and we are likely to lose such access if and when the Starwood Fund ceases to hold a material investment in our company. Starwood Capital Group may pursue competing transactions.



We expect to use leverage in executing our business strategy, which may adversely affect the return on our assets.



We have a limited operating history and we may not be able to successfully operate our business.



There is currently no public market for shares of our common stock, a trading market for our common stock may never develop following this offering and
our common stock prices may be volatile and could decline substantially following this offering.



The offering price per share of our common stock offered under this prospectus may not accurately reflect the value of your investment.

Our Offices

Our principal executive offices are located at 19520
Jamboree Road, Suite 200, Irvine, California 92612. Our main telephone number is (949) 478-8600. Our internet website is www.tripointehomes.com. The information contained in, or that can be accessed through, our website is not incorporated by
reference and is not a part of this prospectus.

Implications of Being an Emerging Growth Company

We are an emerging growth company, as defined in
the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies. These provisions include, among other matters:



an exemption to provide fewer years of financial statements and other financial data in an initial public offering registration statement;



an exemption from the auditor attestation requirement in the assessment of the emerging growth companys internal control over financial
reporting;



an exemption from new or revised financial accounting standards until they would apply to private companies and from compliance with any new
requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

We have elected to adopt the reduced disclosure requirements available to emerging growth
companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some
investors will find our common stock less attractive as a result of our elections, which may cause a less active trading market for our common stock and more volatility in our stock price.

We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior
three-year period.

Up to 2,053,350 shares, any and all of which will be purchased from the selling stockholder.

Use of proceeds

We expect to receive net proceeds from this offering of approximately $137.7 million (assuming an initial public offering price of $15.00 per share, which is the midpoint of the price range set
forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering primarily for the acquisition of land, including the land described above under Pending
Acquisitions, and for development, home construction and other related purposes.

We will not receive any of the net proceeds from the sale of shares of our common stock in this offering by the selling stockholder,
including the net proceeds received if the underwriters exercise their option to purchase additional shares. See Use of Proceeds.

Dividend policy

We currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for
the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing
instruments and such other factors as our board of directors deems relevant. See Dividend Policy.

New York Stock Exchange symbol

Our common stock has been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol TPH.

Directed share program

The underwriters have reserved for sale, at the initial public offering price, up to 684,450 shares of our common stock being offered to persons who are directors, officers or employees, or who
are otherwise associated with us. See Underwriting.

Risk factors

Investing in our common stock involves a high degree of risk. For a discussion of factors you should consider in making an investment, see Risk Factors beginning on page 19 of
this prospectus.

(1)

Excludes:
(i) an aggregate of 180,667 restricted stock units to be granted to the members of our management team, other officers and employees and our director nominees upon the completion of this offering pursuant

to our 2013 Long-Term Incentive Plan (based upon the midpoint of the price range set forth on the cover page of this prospectus); (ii) options to purchase an aggregate of 320,196 shares of
our common stock to be granted to the members of our management team upon the completion of this offering pursuant to our 2013 Long-Term Incentive Plan (with a strike price based upon the midpoint of the price range set forth on the cover page of
this prospectus); and (iii) 2,026,970 shares of our common stock reserved for future issuance under our 2013 Long-Term Incentive Plan. The actual number of restricted stock units and the strike price and the number of shares of common stock
subject to options will be based upon the price at which the shares are sold to the public in this offering.

The following sets forth our summary of selected financial
and operating data on a historical basis. You should read the following summary of selected financial data in conjunction with our consolidated historical financial statements and the related notes and with Managements Discussion and
Analysis of Financial Condition and Results of Operations, which are included elsewhere in this prospectus.

Our historical consolidated statements of operations information for the year ended December 31, 2011, the period from
September 24, 2010 (inception date of TRI Pointe Homes, LLC) through December 31, 2010 and the period from January 1, 2010 through September 23, 2010 (our predecessor) have been derived from the historical consolidated financial
statements audited by Ernst & Young LLP, independent auditors, whose report with respect thereto is included elsewhere in this prospectus. From April 2009 to September 23, 2010, our principals were engaged primarily in the business of
constructing homes for independent third-party property owners through a number of different entities.

Our unaudited historical consolidated balance sheet information as of September 30, 2012 and consolidated statements of operations
information for the nine-month periods ended September 30, 2012 and 2011 are derived from our unaudited historical consolidated financial statements, which we believe include all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the information set forth therein. Our results of operations for the interim period ended September 30, 2012 are not necessarily indicative of the results to be obtained for the full calendar year.

Pro forma for the conversion of members equity and redeemable common units in TPH LLC into shares of common stock.

(2)

This column gives
effect to (i) our formation transactions, (ii) the sale of 10,000,000 shares of our common stock in this offering by us, assuming an initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover
page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us, and (iii) the application of the net proceeds from this offering.

(3)

During the period
ended September 30, 2012, the Starwood Fund made an additional capital contribution to TPH LLC in the amount of $37 million, representing the contribution of the remainder of its $150 million equity commitment to TPH LLC, in exchange for
additional common units. As of September 30, 2012, we were required to return this $37 million capital contribution (or a lesser amount specified by the Starwood Fund) to the Starwood Fund if this offering were not to close by February 28,
2013, or if this offering were to terminate prior to that time. In November 2012, we obtained written approval from the Starwood Fund, pursuant to an amendment of the operating agreement of TPH LLC, to remove the redemption feature of the
$37 million of common units.

An investment in our common stock involves a high degree
of risk and should be considered highly speculative. Before making an investment decision, you should carefully consider the following risk factors, which address the material risks concerning our business and an investment in our common stock,
together with the other information contained in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected,
in which case the trading price of our common stock could decline significantly and you could lose all or a part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking
statements. Please refer to the section entitled Cautionary Note Concerning Forward-Looking Statements.

Our future growth depends upon our
ability to successfully identify and acquire attractive land parcels for development of our single-family homes at reasonable prices and with terms that meet our underwriting criteria. Our ability to acquire land parcels for new single-family homes
may be adversely affected by changes in the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels,
zoning and other market conditions. If the supply of land parcels appropriate for development of single-family homes is limited because of these factors, or for any other reason, our ability to grow could be significantly limited, and the number of
homes that we build and sell could decline. Additionally, our ability to begin new projects could be impacted if we elect not to purchase land parcels under option contracts. To the extent that we are unable to purchase land parcels timely or enter
into new contracts for the purchase of land parcels at reasonable prices, our home sales revenue and results of operations could be negatively impacted.

Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could have a material adverse
effect on us.

The residential
homebuilding industry is cyclical and is highly sensitive to changes in general economic conditions such as levels of employment, consumer confidence and income, availability of financing for acquisitions, construction and permanent mortgages,
interest rate levels, inflation and demand for housing. Since early 2006, the U.S. housing market has been negatively impacted by declining consumer confidence, restrictive mortgage standards and large supplies of foreclosures, resales and new
homes, among other factors. When combined with a prolonged economic downturn, high unemployment levels, increases in the rate of inflation and uncertainty in the U.S. economy, these conditions have contributed to decreased demand for housing,
declining sales prices and increasing pricing pressure. In the event that these economic and business trends continue or decline further, we could experience declines in the market value of our inventory and demand for our homes, which could have a
material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

The health of the residential homebuilding industry may also be significantly affected by shadow inventory levels.
Shadow inventory refers to the number of homes with a mortgage that are in some form of distress but that have not yet been listed for sale. Shadow inventory can occur when lenders put properties that have been foreclosed or forfeited to
lenders on the market gradually, rather than all at once, or delay the foreclosure process. They may choose to do so because of regulations and foreclosure moratoriums, because of the additional costs and resources required to process and sell
foreclosed properties, or because they want to avoid depressing housing prices further by putting many distressed properties up for sale at the same time. A significant shadow inventory in our markets could, were it to be released into our markets,
adversely impact home prices and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, an important segment of our customer base consists of first time and second
time move-up buyers, who often purchase homes subject to contingencies related to the sale of their existing homes. The difficulties facing these buyers in selling their homes during recessionary periods may adversely affect our sales.
Moreover, during such periods, we may need to reduce our sales prices and offer greater incentives to buyers to compete for sales that may result in reduced margins.

Our geographic concentration could materially and
adversely affect us if the homebuilding industry in our current markets should decline.

Our business strategy is focused on the design, construction and sale of innovative single-family detached and attached homes in planned communities in major metropolitan areas in Southern and Northern
California and, more recently, Colorado, as well as the eventual entry into other Southwestern markets. In Southern California, we principally operate in the counties of Los Angeles, Orange, San Diego, Ventura and Riverside-San Bernardino, and in
Northern California, we principally operate in the counties of Santa Clara, San Mateo and Alameda. In Colorado, we anticipate that we will principally operate in the counties of Douglas, Denver, Arapahoe and Jefferson. Because our operations are
concentrated in these areas, a prolonged economic downturn in one or more of these areas, particularly within California, could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations, and
a disproportionately greater impact on us than other homebuilders with more diversified operations. For the nine months ended September 30, 2012, we generated all of our revenues from our California real estate inventory. During the downturn
from 2008 to 2010, land values, the demand for new homes and home prices declined substantially in California. In addition, the state of California is experiencing severe budget shortfalls and is considering raising taxes and increasing fees to
offset the deficit. If these conditions in California persist or worsen, it could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations. If the current, relatively weak buyer demand for
new homes in California continues or worsens, home prices could stagnate or continue to decline, which would have a material adverse effect on us.

Because most of our homebuyers finance the purchase of their homes, the terms and availability of mortgage financing can affect the
demand for and the ability to complete the purchase of a home, which could materially and adversely affect us.

Our business depends on the ability of our homebuyers to obtain financing for the purchase of their homes. Many of our homebuyers must
sell their existing homes in order to buy a home from us. Since 2009, the U.S. residential mortgage market as a whole has experienced significant instability due to, among other things, defaults on subprime and other loans, resulting in the
declining market value of such loans. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to
borrowers in recent years. This has led to tightened credit requirements and an increase in indemnity claims for mortgages. Deterioration in credit quality among subprime and other nonconforming loans has caused most lenders to eliminate subprime
mortgages and most other loan products that do not conform to Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Housing Administration (the FHA) or
Veterans Administration (the VA) standards. Fewer loan products and tighter loan qualifications, in turn, make it more difficult for a borrower to finance the purchase of a new home or the purchase of an existing home from a potential
move-up buyer who wishes to purchase one of our homes. In general, these developments have delayed any general improvement in the housing market. If our potential homebuyers or the buyers of our homebuyers existing homes cannot
obtain suitable financing, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected.

Interest rate increases or changes in federal lending programs or other regulations could lower demand for our homes, which could
materially and adversely affect us.

requirements or increased monthly mortgage costs may lead to reduced demand for our homes and mortgage loans. Increased interest rates can also hinder our ability to realize our backlog because
our home purchase contracts provide customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result, rising interest
rates can decrease our home sales and mortgage originations. Any of these factors could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, as a result of the turbulence in the credit
markets and mortgage finance industry, the federal government has taken on a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed
securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA. The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely
affected by a curtailment or cessation of the federal governments mortgage-related programs or policies. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage
insurance premiums and other costs, and/or limit the number of mortgages it insures. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA
and the VA at present levels, or it may revise significantly the federal governments participation in and support of the residential mortgage market. Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is
an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business,
prospects, liquidity, financial condition and results of operations.

Furthermore, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. This legislation provides for a number of new requirements relating to residential mortgages
and mortgage lending practices, many of which are to be developed further by implementing rules. These include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees and incentive
arrangements, retention of credit risk and remedies for borrowers in foreclosure proceedings. The effect of such provisions on lending institutions will depend on the rules that are ultimately enacted. However, these requirements, as and when
implemented, are expected to reduce the availability of loans to borrowers and/or increase the costs to borrowers to obtain such loans. Any such reduction could result in a decline of our home sales, which could materially and adversely affect us.

Any limitation on, or reduction or
elimination of, tax benefits associated with owning a home would have an adverse effect upon the demand for our home products, which could be material to our business.

Changes in federal income tax laws may affect demand for new
homes. Current tax laws generally permit significant expenses associated with owning a home, primarily mortgage interest expense and real estate taxes, to be deducted for the purpose of calculating an individuals federal, and in many cases,
state, taxable income. Various proposals have been publicly discussed to limit mortgage interest deductions and to limit the exclusion of gain from the sale of a principal residence. If such proposals were enacted without offsetting provisions, the
after-tax cost of owning a new home would increase for many of our potential customers. Enactment of any such proposal may have an adverse effect on the homebuilding industry in general, as the loss or reduction of homeowner tax deductions could
decrease the demand for new homes.

Difficulty in obtaining sufficient capital could result in an inability to acquire land for our developments or increased costs and
delays in the completion of development projects.

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land parcels and begin development. If internally generated funds are not sufficient, we may seek
additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financings and/or securities offerings. The availability of borrowed funds, especially for land acquisition and construction

financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the
extension of existing loans. The credit and capital markets have recently experienced significant volatility. If we are required to seek additional financing to fund our operations, continued volatility in these markets may restrict our flexibility
to access such financing. If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land for our housing developments and/or to develop the housing. Additionally, if we
cannot obtain additional financing to fund the purchase of land under our option contracts or purchase contracts, we may incur contractual penalties and fees. Any difficulty in obtaining sufficient capital for planned development expenditures could
also cause project delays and any such delay could result in cost increases. Any one or more of the foregoing events could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We face potentially substantial risk with
respect to our land and lot inventory.

We intend to acquire land parcels for replacement and expansion of land inventory within our current and any new markets. The risks
inherent in purchasing and developing land parcels increase as consumer demand for housing decreases. As a result, we may buy and develop land parcels on which homes cannot be profitably built and sold. The market value of land parcels, building
lots and housing inventories can fluctuate significantly as a result of changing market conditions, and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values. When
market conditions are such that land values are not appreciating, previously entered into option agreements may become less desirable, at which time we may elect to forego deposits and pre-acquisition costs and terminate the agreements. In addition,
inventory carrying costs can be significant and can result in losses in a poorly performing project or market. In the event of significant changes in economic or market conditions, we may have to sell homes at significantly lower margins or at a
loss, if we are able to sell them at all.

Adverse weather and geological conditions may increase costs, cause project delays and reduce consumer demand for housing, all of
which could materially and adversely affect us.

As a homebuilder, we are subject to numerous risks, many of which are beyond our managements control, such as droughts, floods, wildfires, landslides, soil subsidence, earthquakes and other
weather-related and geologic events which could damage projects, cause delays in completion of projects, or reduce consumer demand for housing, and shortages in labor or raw materials, which could delay project completion and cause increases in the
prices for labor or raw materials, thereby affecting our sales and profitability. Our current markets are primarily in Southern and Northern California, areas which have historically experienced significant earthquake activity and seasonal
wildfires. Areas in Colorado have also been subjected to seasonal wildfires and soil subsidence. In addition to directly damaging our projects, earthquakes, wildfires or other geologic events could damage roads and highways providing access to those
projects, thereby adversely affecting our ability to market homes in those areas and possibly increasing the costs of completion.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with landslides,
earthquakes and other geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our business, prospects, liquidity,
financial condition and results of operations.

Our business and results of operations are dependent on the availability and skill of subcontractors.

Substantially all of our construction work is done by
third-party subcontractors with us acting as the general contractor. Accordingly, the timing and quality of our construction depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials
and reliable subcontractors during times of material shortages and believe that our relationships with subcontractors are good, we do not have long-term contractual commitments with any subcontractors, and there can be no assurance that skilled
subcontractors

will continue to be available at reasonable rates and in the areas in which we conduct our operations. Certain of the subcontractors engaged by us are represented by labor unions or are subject
to collective bargaining arrangements. A strike or other work stoppage involving any of our subcontractors could also make it difficult for us to retain subcontractors for our construction work. In addition, union activity could result in higher
costs to retain our subcontractors. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material adverse effect on our business, prospects, liquidity, financial condition and results of
operations.

In addition, despite our quality
control efforts, we may discover that our subcontractors were engaging in improper construction practices or installing defective materials in our homes. When we discover these issues, we, generally through our subcontractors, repair the homes in
accordance with our new home warranty and as required by law. We reserve up to 1.0% of the sales price of each home we sell to provide the customer service to our homebuyers. These reserves are established based on market practices, our historical
experiences, and our judgment of the qualitative risks associated with the types of homes built. However, the cost of satisfying our warranty and other legal obligations in these instances may be significantly higher than our warranty reserves, and
we may be unable to recover the cost of repair from such subcontractors. Regardless of the steps we take, we can in some instances be subject to fines or other penalties, and our reputation may be injured.

Labor and raw material shortages and price fluctuations
could delay or increase the cost of home construction, which could materially and adversely affect us.

The residential construction industry experiences serious labor and raw material shortages from time to time, including shortages in
qualified tradespeople, and supplies of insulation, drywall, cement, steel and lumber. These labor and raw material shortages can be more severe during periods of strong demand for housing or during periods where the regions in which we operate
experience natural disasters that have a significant impact on existing residential and commercial structures. The cost of labor and raw materials may also be adversely affected during periods of shortage or high inflation. During the recent
economic downturn, a large number of qualified tradespeople went out of business or otherwise exited the market. A reduction in available tradespeople will likely exacerbate labor shortages when demand for new housing increases. Shortages and price
increases could cause delays in and increase our costs of home construction, which in turn could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Utility shortages or price increases could have an
adverse impact on operations.

Certain of
the areas in which we operate, particularly in Southern and Northern California, have experienced power shortages, including mandatory periods without electrical power, as well as significant increases in utility costs. We may incur additional costs
and may not be able to complete construction on a timely basis if such power shortages and utility rate increases continue. In addition, power shortages and rate increases may adversely affect the local economies in which we operate, which may
reduce demand for housing in our markets. Our operations may be adversely impacted if further rate increases and/or power shortages occur.

New and existing laws and regulations or other governmental actions may increase our expenses, limit the number of homes that we can
build or delay completion of our projects.

We are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, development,
building design, construction and similar matters which impose restrictive zoning and density requirements, the result of which is to limit the number of homes that can be built within the boundaries of a particular area. Projects that are not
entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely
from developing in certain communities due to building moratoriums or slow-growth or no-growth initiatives that could be implemented in the future. Local governments also have broad discretion regarding the imposition of
development fees and exactions for projects in their jurisdiction. Projects for which we have received land use

and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen
health, safety and welfare issues, which can further delay these projects or prevent their development. As a result, home sales could decline and costs increase, which could have a material adverse effect on our business, prospects, liquidity,
financial condition and results of operations.

We may be unable to obtain suitable bonding for the development of our housing projects.

We are often required to provide bonds to governmental
authorities and others to ensure the completion of our projects. As a result of market conditions, surety providers have been reluctant to issue new bonds and some providers are requesting credit enhancements (such as cash deposits or letters of
credit) in order to maintain existing bonds or to issue new bonds. If we are unable to obtain required bonds in the future for our projects, or if we are required to provide credit enhancements with respect to our current or future bonds, our
business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected.

We are subject to environmental laws and regulations, which may increase our costs, limit the areas in which we can build homes and
delay completion of our projects.

We are
subject to a variety of local, state, federal and other statutes, ordinances, rules and regulations concerning the environment. The particular environmental laws which apply to any given homebuilding site vary according to multiple factors,
including the sites location, its environmental conditions and the present and former uses of the site, as well as adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and
other costs, and can prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas. In addition, in those cases where an endangered or threatened species is involved, environmental rules and regulations can result
in the restriction or elimination of development in identified environmentally sensitive areas. From time to time, the United States Environmental Protection Agency (the EPA) and similar federal or state agencies review
homebuilders compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such
actions taken with respect to us may increase our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an adverse impact on the availability and
price of certain raw materials such as lumber. California is especially susceptible to restrictive government regulations and environmental laws.

Under various environmental laws, current or former owners of real estate, as well as certain other categories of parties, may be required
to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and clean-up costs
incurred by such parties in connection with the contamination. A mitigation system may be installed during the construction of a home if a cleanup does not remove all contaminants of concern or to address a naturally occurring condition such as
methane. Some buyers may not want to purchase a home with a mitigation system.

We may not be able to compete effectively against competitors in the homebuilding industry.

Competition in the homebuilding industry is intense, and there are relatively low barriers to entry into our business. Homebuilders
compete for, among other things, home buying customers, desirable land parcels, financing, raw materials and skilled labor. Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels on which to
build homes or make such acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our business,
prospects, liquidity, financial condition and results of operations could be materially and adversely affected. Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products.
Furthermore, a number of our primary competitors are significantly larger, have a longer operating history and may have greater

resources or lower cost of capital than ours; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have
longstanding relationships with subcontractors and suppliers in the markets in which we operate. We also compete for sales with individual resales of existing homes and with available rental housing.

Increases in our cancellation rate could have a
negative impact on our home sales revenue and homebuilding margins.

The cancellation rate of buyers for our owned projects who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 17% during the nine months ended
September 30, 2012 and 13% during the year ended December 31, 2011. Home order cancellations negatively impact the number of closed homes, net new home orders, home sales revenue and results of operations, as well as the number of homes in
backlog. Home order cancellations can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the supply of homes available to be purchased, increased competition, higher mortgage interest
rates, homebuyers inability to sell their existing homes, homebuyers inability to obtain suitable financing, including providing sufficient down payments, and adverse changes in economic conditions. Upon a home order cancellation, the
homebuyers escrow deposit is returned to the homebuyer (other than with respect to certain design-related deposits, which we retain). An increase in the level of our home order cancellations could have a negative impact on our business,
prospects, liquidity, financial condition and results of operations.

We are subject to product liability and warranty claims arising in the ordinary course of business.

As a homebuilder, we are subject to construction defect, product liability and home warranty claims, including moisture intrusion and
related claims, arising in the ordinary course of business. While we maintain general liability insurance and generally seek to require our subcontractors and design professionals to indemnify us for some portion of the liabilities arising from
their work, there can be no assurance that these insurance rights and indemnities will be collectable or adequate to cover any or all construction defect and warranty claims for which we may be liable. For example, contractual indemnities can be
difficult to enforce, we are often responsible for applicable self-insured retentions (particularly in markets where we include our subcontractors on our general liability insurance and our ability to seek indemnity for insured claims is
significantly limited), certain claims may not be covered by insurance or may exceed applicable coverage limits, and one or more of our insurance carriers could become insolvent. Additionally, in the event we determine to obtain product liability
insurance, the coverage offered by and availability of such insurance for construction defects is limited and costly. There can be no assurance that coverage will not be further restricted, become more costly or even be available. Furthermore, any
product liability or warranty claims made against us, whether or not they are viable, may lead to negative publicity, which could impact our reputation and our home sales.

In addition, we conduct the substantial portion of our
business in California, one of the most highly regulated and litigious jurisdictions in the United States, which imposes a ten year, strict liability tail on many construction liability claims. As a result, our potential losses and expenses due to
litigation, new laws and regulations may be greater than those of our competitors who have smaller California operations.

Our operating performance is subject to risks associated with the real estate industry.

Real estate investments are subject to various risks and
fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for operations, as well as the value of our real estate assets. These events include, but are not limited to:



adverse changes in international, national or local economic and demographic conditions;



adverse changes in financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of
residential homes;

competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional
investment funds;



reductions in the level of demand for and increases in the supply of land suitable for development;



fluctuations in interest rates, which could adversely affect our ability, or the ability of homebuyers, to obtain financing on favorable terms or at
all;



unanticipated increases in expenses, including, without limitation, insurance costs, development costs, real estate assessments and other taxes and
costs of compliance with laws, regulations and governmental policies; and



changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax
laws, governmental fiscal policies and the Americans with Disabilities Act of 1990.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public
perception that any of these events may occur, could result in a general decline in the purchase of homes or an increased incidence of home order cancellations. If we cannot successfully implement our business strategy, our business, prospects,
liquidity, financial condition and results of operations will be adversely affected.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial and investment
conditions may be limited and we may be forced to hold non-income producing properties for extended periods of time.

Real estate investments are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in
response to changing economic, financial and investment conditions is limited and we may be forced to hold non-income producing assets for an extended period of time. We cannot predict whether we will be able to sell any property for the price or on
the terms that we set or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

Fluctuations in real estate values may require us to
write-down the book value of our real estate assets.

The homebuilding industry is subject to significant variability and fluctuations in real estate values. As a result, we may be required to write-down the book value of our real estate assets in accordance
with U.S. generally accepted accounting principles (GAAP), and some of those write-downs could be material. Any material write-downs of assets could have a material adverse effect on our business, prospects, liquidity, financial
condition and results of operations.

Inflation could adversely affect our business and financial results.

Inflation could adversely affect us by increasing the costs
of land, raw materials and labor needed to operate our business. If the market continues to have an oversupply of homes relative to demand, we may be unable to offset any such increases in costs with corresponding higher sales prices for our homes.
Inflation may also accompany higher interests rates, which could adversely impact potential customers ability to obtain financing on favorable terms, thereby further decreasing demand. If we are unable to raise the prices of our homes to
offset the increasing costs of our operations, our margins could decrease. Furthermore, if we need to lower the price of our homes to meet demand, the value of our land inventory may decrease. Inflation may also raise our costs of capital and
decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business.

Acts of war or terrorism may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or acts
of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which we

operate, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, affect job
growth and consumer confidence, or cause economic changes that we cannot anticipate, all of which could reduce demand for our homes and adversely impact our business, prospects, liquidity, financial condition and results of operations.

Risks Related to Conflicts of Interest

The Starwood Fund holds a significant equity
interest in our company and its interests may not be aligned with yours.

Upon the completion of this offering, the Starwood Fund will beneficially own 14,337,019 shares of our common stock, which will represent 45.4% of our common stock outstanding immediately after this
offering, or 12,283,669 shares of our common stock, which will represent 38.9% of our common stock if the underwriters exercise their option to purchase additional shares in full (in each case, based upon the midpoint of the price range set forth on
the cover page of this prospectus and assuming this offering closes on February 1, 2013). See Principal and Selling Stockholders. The Starwood Fund is managed by an affiliate of Starwood Capital Group. For so long as the Starwood Fund
continues to beneficially own a controlling stake in us, the Starwood Fund will have the power to elect and remove all of our directors and to approve any action requiring the majority approval of our stockholders. In addition, the Starwood Fund
will have the right to designate two members of our board for as long as the Starwood Fund owns 25% or more of our outstanding common stock (excluding shares of common stock that are subject to issuance upon the exercise or exchange of rights of
conversion or any options, warrants or other rights to acquire shares) and one member for as long as it owns at least 10%. Messrs. Bauer, Mitchell and Grubbs will agree to vote all shares of our common stock that they own in favor of the Starwood
Fund nominees in any election of directors for as long as the Starwood Fund owns at least 10%. The Starwood Funds interests may not be fully aligned with yours and this could lead to a strategy that is not in your best interests. In addition,
the Starwood Funds significant ownership in us and resulting ability to effectively control us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including
transactions in which you as a holder of shares of our common stock might otherwise receive a premium for your shares over the then-current market price.

Moreover, if the Starwood Funds beneficial ownership of our common stock exceeds 50%, we may elect to be treated as a
controlled company for purposes of the New York Stock Exchange, which would allow us to opt out of certain corporate governance requirements, including requirements that a majority of the board of directors consist of independent
directors and that the compensation committee and nominating committee be composed entirely of independent directors. We do not currently rely on the controlled company exemptions; however, to the extent we qualify, we may choose to take advantage
of these exemptions in the future.

As a
result of Starwood Capital Groups relationship with our company, conflicts of interest may arise with respect to any transactions involving or with Starwood Capital Group or its affiliates.

Barry Sternlicht, the chairman of our board, is the Chairman
and Chief Executive Officer, and J. Marc Perrin, a member of our board, is a Managing Director, of Starwood Capital Group. As a result of our relationship with Starwood Capital Group, there may be transactions between us and Starwood Capital
Group that could present an actual or perceived conflict of interest. These conflicts of interest may lead Mr. Sternlicht and Mr. Perrin to recuse themselves from actions of our board of directors with respect to any transactions involving
or with Starwood Capital Group or its affiliates, or with Starwood Property Trust, Inc., a New York Stock Exchange-listed public mortgage REIT managed by an affiliate of Starwood Capital Group. In addition, Mr. Sternlicht and Mr. Perrin
will devote only a portion of their business time to their duties with our board of directors, and they will devote the majority of their time to their duties with Starwood Capital Group and other commitments.

In addition to the acquisition of lots in Castle Rock,
Colorado from an entity managed by an affiliate of Starwood Capital Group referred to under Certain Relationships and Related Party Transactions, we may in the future acquire additional land from affiliates of Starwood Capital Group. Any
such acquisitions will be separately considered for approval by our independent directors.

We have no contractual right to access the personnel, relationships or the investing
and operational expertise of Starwood Capital Group, which may be withheld from us at any time, and we are likely to lose such access if and when the Starwood Fund ceases to hold a material investment in our company. Starwood Capital Group may
pursue competing transactions.

We
believe that our relationship with Starwood Capital Group provides us with a competitive advantage by providing us with access to the personnel, relationships and the investing and operational expertise of Starwood Capital Group. However, we have
not entered into, nor do we anticipate entering into, any exclusivity agreements with Starwood Capital Group, and we have no contractual right to access Starwood Capital Groups personnel, relationships or expertise. Starwood Capital Group may
cease to provide us with access to its personnel, relationships and expertise at any time, or from time to time, and we are likely to lose such access if and when the Starwood Fund ceases to hold a material investment in our company. Our inability
to access Starwood Capital Groups personnel, relationships or expertise as we currently expect, or the loss of such access in the future, could materially and adversely affect our business, prospects, liquidity, financial condition and results
of operations. For example, we believe that our relationship with Starwood Capital Group provides us with access to a greater number of acquisition opportunities than our competitors, and if we do not have access to those opportunities as we
currently expect, our ability to grow could be significantly limited, and the number of homes that we build and sell could be materially lower than what we currently anticipate.

In addition, Starwood Capital Group is under no obligation to
engage in any transactions with us, to present any acquisition opportunities to us or to assist us in any way in acquiring land parcels. As a result, Starwood Capital Group may pursue transactions that are competitive with our business, including
engaging in acquisitions and/or sales of land and other residential properties for its own benefit, or for the benefit of entities that its affiliates manage, with third parties. In addition, Starwood Capital Group may sell land suitable for
residential buildout in our current or target markets to our competitors. Any of the foregoing activities by Starwood Capital Group could materially and adversely affect our business, prospects, liquidity, financial condition and results of
operations.

Although we do not pay any fees to
Starwood Capital Group or its affiliates, we have reimbursed Starwood Capital Group for certain due diligence expenses, and for the out-of-pocket travel and lodging expenses of representatives of the Starwood Fund for their attendance at board and
other meetings and in connection with site visits or other business of our company. We reimbursed Starwood Capital Group $3,966, $79,464 and $0 during the nine-month period ended September 30, 2012 and the years ended December 31, 2011 and 2010,
respectively.

The employment agreements of
our executive officers were not negotiated on an arms length basis and we may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with them.

We will enter into amended and restated
employment agreements with Douglas Bauer, our Chief Executive Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial Officer, effective upon the completion of this offering, pursuant to which
they will devote their full business time and attention to our affairs. See Executive and Director CompensationEmployment Agreements. These employment agreements were not negotiated on an arms-length basis. We may choose not
to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with the individuals party to these agreements.

Risks Related to Our Indebtedness

We expect to use leverage in executing our business
strategy, which may adversely affect the return on our assets.

We expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us and we anticipate that
future indebtedness will likewise be recourse. As of September 30, 2012, we had approximately $86.0 million of aggregate loan

commitments, of which $46.4 million was outstanding. Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the
incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the
expected debt service. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to remain conservatively capitalized. However, our charter
does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

Incurring substantial debt could subject us to many risks
that, if realized, would adversely affect us, including the risk that:



our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt which is likely to result in
acceleration of such debt;



our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher
financing cost;



we may be required to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations and
capital expenditures, future investment opportunities or other purposes; and



the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.

If we do not have sufficient funds to repay our debt at
maturity, it may be necessary to refinance the debt through additional debt or additional equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates on refinancings, increases in
interest expense could adversely affect our cash flows and results of operations. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of our assets on disadvantageous terms, potentially resulting in losses. To the
extent we cannot meet any future debt service obligations, we will risk losing some or all of our assets that may be pledged to secure our obligations to foreclosure. Unsecured debt agreements may contain specific cross-default provisions with
respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances. Defaults under our debt agreements could have a material adverse effect on our
business, prospects, liquidity, financial condition and results of operations.

Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.

We expect to employ prudent levels of
leverage to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us and we anticipate that future indebtedness will likewise be recourse. As of September 30, 2012, we had
approximately $86.0 million of aggregate loan commitments, of which $46.4 million was outstanding. Our access to additional third-party sources of financing will depend, in part, on:



general market conditions;



the markets perception of our growth potential;



with respect to acquisition and/or development financing, the markets perception of the value of the land parcels to be acquired and/or
developed;

Recently, domestic financial markets have experienced unusual volatility, uncertainty and a
tightening of liquidity in both the investment grade debt and equity capital markets. Credit spreads for major sources of capital widened significantly during the U.S. credit crisis as investors demanded a higher risk premium. Given the current
volatility and weakness in the capital and credit markets, potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may charge us prohibitively high fees in order to obtain financing. Consequently, there
is greater uncertainty regarding our ability to access the credit market in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure
additional financing on reasonable terms, if at all.

Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity financings or on less efficient forms of debt financing that require a larger portion of our cash
flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms at the desired times, or at all.

Our current financing arrangements contain, and the financing arrangements we enter into in the future likely will contain, covenants
(financial and otherwise) affecting our ability to incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our stockholders and otherwise affect our operating policies. If we fail to meet or
satisfy any of these covenants in our debt agreements, we would be in default under these agreements, which could result in a cross-default under other debt agreements, and our lenders could elect to declare outstanding amounts due and payable,
terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could limit significantly our financing alternatives, which could cause us to curtail our
investment activities and/or dispose of assets when we otherwise would not choose to do so. If we default on several of our debt agreements or any single significant debt agreement, it could have a material adverse effect on our business, prospects,
liquidity, financial condition and results of operations.

Secured indebtedness exposes us to the possibility of foreclosure on our ownership interests in our land parcels.

Incurring mortgage and other secured indebtedness increases
our risk of loss of our ownership interests in our land parcels or other assets because defaults thereunder, and the inability to refinance such indebtedness, may result in foreclosure action initiated by lenders.

Interest expense on debt we incur may limit our cash
available to fund our growth strategies.

As of September 30, 2012, we had approximately $86.0 million of aggregate loan commitments, of which $46.4 million was outstanding.
As part of our financing strategy, we may incur a significant amount of additional debt. Our current debt has, and any additional debt we subsequently incur may have, a floating rate of interest. Higher interest rates could increase debt service
requirements on our current floating rate debt and on any floating rate debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay existing debt during periods of
rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could
result in a loss. The occurrence of either such event or both could materially and adversely affect our cash flows and results of operations.

We may obtain in the future one or more forms of interest
rate protectionin the form of swap agreements, interest rate cap contracts or similar agreementsto hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately
relieve the adverse effects of interest

rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse
economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our assets at times which may not permit us to receive an attractive return on our assets in order to meet our debt
service obligations.

Risks Related to Our Organization and
Structure

We have a limited operating
history and we may not be able to successfully operate our business.

Our predecessor was formed in April 2009 and TPH LLC was formed in September 2010. Prior to the completion of this offering, TRI Pointe Homes, LLC will be converted from a Delaware limited liability
company into a Delaware corporation and renamed TRI Pointe Homes, Inc. Given our limited operating history, you will have little historical information upon which to evaluate our prospects, including our ability to acquire desirable land parcels,
develop such land and market our homes. In addition, we cannot assure you that our past experience will be sufficient to enable us to operate our business successfully or implement our operating policies and business strategies as described in this
prospectus. Furthermore, we may not be able to generate sufficient operating cash flows to pay our operating expenses or service our indebtedness. You should not rely upon the past performance of our management team, as past performance may not be
indicative of our future results.

We depend
on key personnel.

Our success depends to
a significant degree upon the contributions of certain key personnel including, but not limited to, Douglas Bauer, our Chief Executive Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial
Officer, each of whom would be difficult to replace. Although we will enter into amended and restated employment agreements with Messrs. Bauer, Mitchell and Grubbs upon the completion of this offering, there is no guarantee that these executives
will remain employed with us. If any of our key personnel were to cease employment with us, our operating results could suffer. Our ability to retain our key personnel or to attract suitable replacements should any members of our management team
leave is dependent on the competitive nature of the employment market. The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and
results of operations. Further, such a loss could be negatively perceived in the capital markets. Although we are currently considering our coverages, we have not obtained key man life insurance that would provide us with proceeds in the event of
death or disability of any of our key personnel.

Termination of the employment agreements with the members of our management team could be costly and prevent a change in control of
our company.

The amended and restated
employment agreements we will enter into with Douglas Bauer, our Chief Executive Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial Officer, upon the completion of this offering each provide
that if their employment with us terminates under certain circumstances, we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay
or prevent a transaction or a change in control of our company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our common
stock.

Certain anti-takeover defenses and
applicable law may limit the ability of a third-party to acquire control of us.

Our charter and bylaws and Delaware law contain provisions that may delay or prevent a transaction or a change in control of our company that might involve a premium paid for shares of our common stock or

authorize our board of directors, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more
series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;



require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;



specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our chief
executive officer;



establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to
be brought before a stockholders meeting;



provide that our bylaws may be amended by our board of directors without stockholder approval;



allow our directors to establish the size of our board of directors by action of our board, subject to a minimum of three members;



provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled
only by a majority of directors then in office, even though less than a quorum;



do not give the holders of our common stock cumulative voting rights with respect to the election of directors; and



prohibit us from engaging in certain business combinations with any interested stockholder unless specified conditions are satisfied as
described below under Selected provisions of Delaware law.

Selected provisions of Delaware law. We have opted out of Section 203 of the Delaware General Corporation Law (the DGCL), which regulates corporate
takeovers. However, our charter contains provisions that are similar to Section 203 of the DGCL. Specifically, our charter provides that we may not engage in certain business combinations with any interested stockholder
for a three-year period following the time that the person became an interested stockholder, unless:



prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction
which resulted in the person becoming an interested stockholder;



upon consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of
the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or



at or subsequent to the time the person became an interested stockholder, the business combination is approved by our board of directors and by the
affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, consolidation, asset or stock sale or other transaction resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an interested stockholder is a person who, together with that persons affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting
stock. However, in the case of our company, the Starwood Fund and any of its affiliates and subsidiaries and any of their permitted transferees receiving 15% or more of our voting stock will not be deemed to be interested stockholders regardless of
the percentage of our voting stock owned by them. This provision could prohibit or delay mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.

We may change our operational policies, investment guidelines and our business and
growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.

Our board of directors will determine our operational policies, investment guidelines and our business and growth strategies. Our board of
directors may make changes to, or approve transactions that deviate from, those policies, guidelines and strategies without a vote of, or notice to, our stockholders. This could result in us conducting operational matters, making investments or
pursuing different business or growth strategies than those contemplated in this prospectus. Under any of these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect
on our business, prospects, liquidity, financial condition and results of operations.

The obligations associated with being a public company will require significant resources and management attention.

As a public company with listed equity securities, we will
need to comply with new laws, regulations and requirements, including the requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act), related regulations of the Securities and Exchange Commission (the SEC) and requirements of the New York Stock Exchange, with which we were not required to comply as a private company. The Exchange Act
requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for
financial reporting.

Section 404 of the
Sarbanes-Oxley Act requires our management and independent auditors to report annually on the effectiveness of our internal control over financial reporting. However, we are an emerging growth company, as defined in the JOBS Act, and, so
for as long as we continue to be an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be
required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting.

These reporting and other obligations will place significant demands on our management, administrative, operational and accounting
resources and will cause us to incur significant expenses. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit
function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting
companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

If we fail to implement and maintain an effective
system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could materially and adversely affect us.

Effective internal controls are
necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining
adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls
remain effective. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies
and

management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial
reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial
information, all of which could materially and adversely affect us.

We are an emerging growth company and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive
to investors.

We are an emerging
growth company, as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited
to, a requirement to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant
to the rules applicable to smaller reporting companies and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. We have elected to adopt these reduced disclosure requirements. We could be an
emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of this offering, although a variety of circumstances could cause us to lose that status earlier. We cannot predict if investors will
find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our
stock price may be more volatile.

In addition,
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial
accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have determined to opt out of such extended transition
period and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our
decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

Accounting rules and interpretations for certain aspects of
our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and
interpretations or in our accounting assumptions and/or judgments, such as asset impairments, could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in
restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Any joint venture investments that we make could be
adversely affected by our lack of sole decision making authority, our reliance on co-venturers financial condition and disputes between us and our co-venturers.

We may co-invest in the future with third parties through
partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a land acquisition and/or a development. In this event, we would not be in a position to exercise sole
decision-making authority regarding the acquisition and/or development, and our investment may be illiquid due to our lack of control. Investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not
present were a third-party not involved, including the possibility that partners or co-venturers might become bankrupt, fail to fund their share of required capital contributions, make poor business decisions or block or delay

necessary decisions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take
actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint
venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. In addition, we may in
certain circumstances be liable for the actions of our third-party partners or co-venturers.

We may become subject to litigation, which could materially and adversely affect us.

In the future we may become subject to litigation, including claims relating to our operations, security offerings and otherwise in the
ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves.
However, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or
if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Certain litigation or the resolution of certain litigation may affect the availability
or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

An information systems interruption or breach in
security could adversely affect us.

We
rely on fully integrated accounting, financial and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, any security breach of
information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business.

Risks Related to this Offering and Ownership of Our Common
Stock

There is currently no public
market for shares of our common stock, a trading market for our common stock may never develop following this offering and our common stock prices may be volatile and could decline substantially following this offering.

Prior to this offering there has been no market for shares
of our common stock. Although our common stock has been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol TPH, an active trading market for the shares of our common stock may
never develop or if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the following:



the likelihood that an active trading market for shares of our common stock will develop or be sustained;



the liquidity of any such market;



the ability of our stockholders to sell their shares of common stock; or



the price that our stockholders may obtain for their common stock.

If an active market does not develop or is not maintained, the market price of our common stock may decline and
you may not be able to sell your shares. Even if an active trading market develops for our common stock subsequent to this offering, the market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial
performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock.

Some of the factors that could negatively affect or result in fluctuations in the market
price of our common stock include:



actual or anticipated variations in our quarterly operating results;



changes in market valuations of similar companies;



adverse market reaction to the level of our indebtedness;



additions or departures of key personnel;



actions by stockholders;



speculation in the press or investment community;



general market, economic and political conditions, including an economic slowdown or dislocation in the global credit markets;



our operating performance and the performance of other similar companies;



changes in accounting principles; and



passage of legislation or other regulatory developments that adversely affect us or the homebuilding industry.

The offering price per share of our common stock
offered under this prospectus may not accurately reflect the value of your investment.

Prior to this offering there has been no market for our common stock. The offering price per share of our common stock offered by this prospectus was negotiated among us, the selling stockholder and the
underwriters. Factors considered in determining the price of our common stock include:



the history and prospects of companies whose principal business is the design, construction and sale of single-family homes;



prior offerings of those companies;



our prospects for acquiring land parcels for development at attractive values;



our capital structure;



an assessment of our management and its experience in acquiring land parcels and designing, constructing and selling homes;



general conditions of the securities markets at the time of this offering; and



other factors we deemed relevant.

The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the
shares.

If you purchase common stock in
this offering, you will experience immediate dilution.

The offering price of our common stock is higher than the net tangible book value per share of our common stock outstanding upon the completion of this offering. Accordingly, if you purchase common stock
in this offering, you will experience immediate dilution of approximately $6.13 in the net tangible book value per share of our common stock, based upon the midpoint of the price range set forth on the cover page of this prospectus. This means that
investors that purchase shares of our common stock in this offering will pay a price per share that exceeds the per share net tangible book value of our assets.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain our future earnings, if any,
to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any

future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions
contained in any financing instruments and such other factors as our board of directors deems relevant. Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your
shares at or above the price you paid for them.

Future sales of our common stock or other securities convertible into our common stock could cause the market value of our common
stock to decline and could result in dilution of your shares.

Our board of directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capital through the issuance of preferred stock (including equity or
debt securities convertible into common stock), options, warrants and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Sales of substantial amounts of our common stock could cause the
market price of our common stock to decrease significantly. We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock. Sales of substantial
amounts of our common stock by the Starwood Fund or another large stockholder or otherwise, or the perception that such sales could occur, may adversely affect the market price of our common stock.

We are offering 10,000,000 shares of our common stock and
the selling stockholder is offering 3,689,000 shares of our common stock, as described in this prospectus (excluding the underwriters option to purchase up to an additional 2,053,350 shares). Upon the completion of this offering, the members
of our management team will collectively beneficially own 2,979,019 shares of our common stock (excluding grants of restricted stock units and options to purchase shares of our common stock), which will represent 9.4% of our common stock outstanding
immediately after this offering (based upon the midpoint of the price range set forth on the cover page of this prospectus and assuming this offering closes on February 1, 2013). See Principal and Selling Stockholders. In addition, the
members of our management team and other officers and employees will be granted an aggregate of 169,999 restricted stock units (based upon the midpoint of the price range set forth on the cover page of this prospectus), and the members of our
management team will be granted options to purchase an aggregate of 320,196 shares of our common stock (with a strike price based upon the midpoint of the price range set forth on the cover page of this prospectus), in each case upon the completion
of this offering pursuant to our 2013 Long-Term Incentive Plan and our director nominees will be granted an aggregate of 10,668 restricted stock units upon the completion of this offering pursuant to our 2013 Long-Term Incentive Plan (based upon the
midpoint of the price range set forth on the cover page of this prospectus). The actual number of restricted stock units and the strike price and the number of shares of common stock subject to options will be based upon the price at which the
shares are sold to the public in this offering. Further, upon the completion of this offering, the Starwood Fund will beneficially own 14,337,019 shares of our common stock, which will represent 45.4% of our common stock outstanding immediately
after this offering, or 12,283,669 shares of our common stock, which will represent 38.9% of our common stock if the underwriters exercise their option to purchase additional shares in full (in each case, based upon the midpoint of the price range
set forth on the cover page of this prospectus and assuming this offering closes on February 1, 2013). See Principal and Selling Stockholders. In connection with this offering, we, our officers and directors, the Starwood Fund and the
third-party investor in TPH LLC have agreed that, and purchasers of our shares through the directed share program will agree that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of
Citigroup Global Markets Inc., dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock, subject to certain exceptions. Citigroup Global Markets Inc. in its sole discretion may release any of the
securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. If the restrictions under the lock-up agreements are waived, shares of our common stock may become available for resale
into the market, subject to applicable law, which could reduce the market price for our common stock.

Pursuant to his employment agreement, each member of our management team will agree that, for a period of 36 months following the
completion of this offering, during any calendar quarter, he will not sell shares of our common stock in an amount exceeding the greater of (1) 10% of the shares of our common stock owned by him

on the date of the completion of this offering and (2) the percentage of shares of our common stock that has been sold or otherwise disposed of by the Starwood Fund during such calendar
quarter. Any sales of shares of our common stock made pursuant to the foregoing will be subject to the restrictions imposed by the lock-up agreements referenced above and by applicable law.

We will enter into a registration rights agreement with the members of TPH LLC, including the Starwood Fund,
the members of our management team and a third-party investor, with respect to the shares of our common stock that they will receive as part of our formation transactions. We refer to these shares collectively as the registrable shares.
Pursuant to the registration rights agreement, we will grant the members of TPH LLC and their direct and indirect transferees shelf registration rights requiring us to file a shelf registration statement and to maintain the effectiveness of such
registration statement so as to allow sales thereunder from time to time, demand registration rights to have the registrable shares registered for resale, and, in certain circumstances, the right to piggy-back the registrable shares in
registration statements we might file in connection with any future public offering.

In connection with this offering, we intend to file a registration statement on Form S-8 to register the total number of shares of our common stock that may be issued under our 2013 Long-Term Incentive
Plan, including the restricted stock units to be granted to the members of our management team, other officers and employees and our director nominees, as well as the options to purchase shares of our common stock to be granted to the members of our
management team, in each case upon the completion of this offering pursuant to our 2013 Long-Term Incentive Plan.

Future offerings of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future
offerings of equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital
resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a
distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Our preferred stock, if issued,
could have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to make a dividend distribution to the holders of our common stock. Our decision to issue securities in any future
offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our common stock in this offering bear the risk of our
future offerings reducing the market price of our common stock and diluting their ownership interest in our company.

Non-U.S. holders may be subject to United States federal income tax on gain realized on the sale or disposition of shares of our
common stock.

Because of our anticipated
holdings in United States real property interests following the completion of our formation transactions, we believe we will be and will remain a United States real property holding corporation for United States federal income tax
purposes. As a result, a non-U.S. holder (as defined in Certain Material Federal Income Tax Considerations) generally will be subject to United States federal income tax on any gain realized on a sale or disposition of shares of our
common stock, and a purchaser of the stock generally will be required to withhold and remit to the Internal Revenue Service (the IRS) 10% of the purchase price, unless our common stock is regularly traded on an established securities
market (such as the New York Stock Exchange) and such non-U.S. holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or
disposition and (b) the non-U.S. holders holding period in such stock. A non-U.S. holder also will be required to file a United States federal

income tax return for any taxable year in which it realizes a gain from the disposition of our common stock that is subject to United States federal income tax.

We anticipate that our common stock will be regularly traded
on an established securities market following this offering. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. Non-U.S. holders should consult their tax
advisors concerning the consequences of disposing of shares of our common stock.

Various statements contained in this
prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates
concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as estimate, project,
predict, believe, expect, intend, anticipate, potential, plan, goal or other words that convey the uncertainty of future events or outcomes. The
forward-looking statements in this prospectus speak only as of the date of this prospectus, and we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these
forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic,
competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The following factors, among others, may cause our actual results, performance or achievements
to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements:



economic changes either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and
inflation;



continued or increased downturn in the homebuilding industry;



continued volatility and uncertainty in the credit markets and broader financial markets;



our future operating results and financial condition;



our business operations;



changes in our business and investment strategy;



availability of land to acquire and our ability to acquire such land on favorable terms or at all;



availability, terms and deployment of capital;



continued or increased disruption in the availability of mortgage financing or the number of foreclosures in the market;



shortages of or increased prices for labor, land or raw materials used in housing construction;



delays in land development or home construction resulting from adverse weather conditions or other events outside our control;



the cost and availability of insurance and surety bonds;



changes in, or the failure or inability to comply with, governmental laws and regulations;



the timing of receipt of regulatory approvals and the opening of projects;



the degree and nature of our competition;



our leverage and debt service obligations;



our relationship, and actual and potential conflicts of interest, with Starwood Capital Group;



availability of qualified personnel and our ability to retain our key personnel; and



additional factors discussed under the sections captioned Risk Factors, Managements Discussion and Analysis of Financial
Condition and Results of Operations and Our Business.

We expect to receive net proceeds from this offering of
approximately $137.7 million (assuming an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering
expenses payable by us.

We intend to use the net
proceeds from this offering primarily for the acquisition of land, including the land described under Our BusinessPending Acquisitions, and for development, home construction and other related purposes.

Pending these uses, we intend to invest the net proceeds from
this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

Each $1.00 increase (decrease) in the assumed
initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $9.4 million, assuming
the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of
shares we are offering. An increase of 1,000,000 shares in the number of shares offered by us, together with a concomitant $1.00 increase in the assumed initial public offering price of $15.00 per share, which is the midpoint of the price range set
forth on the cover page of this prospectus, would increase the net proceeds to us from this offering by approximately $24.3 million, after deducting the underwriting discount and estimated offering expenses payable by us. Conversely, a decrease of
1,000,000 shares in the number of shares offered by us, together with a concomitant $1.00 decrease in the assumed initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this
prospectus, would decrease the net proceeds to us from this offering by approximately $22.4 million, after deducting the underwriting discount and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative
only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

We will not receive any of the net proceeds from the sale of shares of our common stock in this offering by the selling stockholder,
including the net proceeds received if the underwriters exercise their option to purchase additional shares.

The following table sets forth our capitalization as of
September 30, 2012, on an actual basis and as adjusted to give effect to (i) the issuance of 21,597,907 shares of our common stock to the Starwood Fund, the members of our management team and a third-party investor in respect of the conversion
of their membership interests in TPH LLC as part of our formation transactions and (ii) this offering, assuming an initial public offering price of $15.00 per share, the midpoint of the price range set forth on the cover page of this prospectus,
after deducting the underwriting discount and estimated offering expenses payable by us. This table should be read in conjunction with the sections captioned Use of Proceeds, Selected Financial Data and
Managements Discussion and Analysis of Financial Condition and Results of Operations and our historical financial statements and related notes thereto included elsewhere in this prospectus.

As of September 30, 2012

Actual

As
Adjusted(1)

(unaudited, in thousands exceptper share amounts)

Debt:

Notes payable

$

46,436

$

46,436

Common units subject to redemption(2)

37,000



Members equity and Stockholders equity:

Members equity

105,590



Common stock, $0.01 par value per share, no shares authorized and no shares issued and outstanding, actual; 500,000,000 shares
authorized and 31,597,907 shares issued and outstanding, as adjusted



316

Preferred Stock, $0.01 par value per share, no shares authorized and no shares issued and outstanding, actual; 50,000,000 shares
authorized and no shares issued and outstanding as adjusted





Additional paid-in capital



279,974

Total members equity

105,590



Total stockholders equity



280,290

Total capitalization

$

189,026

$

326,726

(1)

The number of
outstanding shares does not include: (i) an aggregate of 180,667 restricted stock units to be granted to the members of our management team, other officers and employees and our director nominees upon the completion of this offering pursuant to
our 2013 Long-Term Incentive Plan (based upon the midpoint of the price range set forth on the cover page of this prospectus); (ii) options to purchase an aggregate of 320,196 shares of our common stock to be granted to the members of our
management team upon the completion of this offering pursuant to our 2013 Long-Term Incentive Plan (with a strike price based upon the midpoint of the price range set forth on the cover page of this prospectus); and (iii) 2,026,970 shares of
our common stock reserved and available for future issuance under our 2013 Long-Term Incentive Plan. The actual number of restricted stock units and the strike price and the number of shares of common stock subject to options will be based upon the
price at which the shares are sold to the public in this offering.

(2)

During the period
ended September 30, 2012, the Starwood Fund made an additional capital contribution to TPH LLC in the amount of $37 million, representing the contribution of the remainder of its $150 million equity commitment to TPH LLC, in exchange for additional
common units. As of September 30, 2012, we were required to return this $37 million capital contribution (or a lesser amount specified by the Starwood Fund) to the Starwood Fund if this offering were not to close by February 28, 2013, or if this
offering were to terminate prior to that time. In November 2012, we obtained written approval from the Starwood Fund, pursuant to an amendment of the operating agreement of TPH LLC, to remove the redemption feature of the $37 million of common
units.

Purchasers of shares of our common stock in this offering
will incur an immediate and substantial dilution in net tangible book value per share of their shares of our common stock from the assumed initial public offering price, based upon the midpoint of the price range set forth on the cover page of this
prospectus.

The difference between the per share
offering price paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to purchasers in this offering. Net tangible book value
per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the number of outstanding shares of our common stock.

As of September 30, 2012, our net tangible book value
was approximately $142,444,000, or $6.60 per share of our common stock (pro forma for the conversion of members equity and redeemable common units in TPH LLC into shares of common stock). After giving effect to our formation transactions, the
sale of shares of our common stock in this offering at an assumed initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the receipt by us of the net proceeds from
this offering and the deduction of the underwriting discount and estimated offering expenses payable by us, our pro forma net tangible book value as of September 30, 2012 would have been approximately $280,144,000, or $8.87 per share of
our common stock. This amount represents an immediate increase in net tangible book value of approximately $2.27 per share of our common stock to our existing stockholders and an immediate dilution in net tangible book value of approximately $6.13
per share of our common stock, or approximately 40.9%, to purchasers in this offering.

The following table illustrates the dilution to purchasers in this offering on a per share basis:

Assumed initial public offering price per share

$

15.00

Net tangible book value per share as of September 30, 2012(1)

$

6.60

Pro forma increase in net tangible book value per share attributable to purchasers in this offering

2.27

Pro forma net tangible book value per share immediately after this offering

8.87

Dilution in pro forma net tangible book value per share to purchasers in this offering

$

6.13

The pro forma net tangible book value per share immediately after this offering:

Numerator:

Net tangible book value as of September 30, 2012

$142,444,000

Net proceeds from this offering to us

137,700,000

Total pro forma net tangible book value immediately after this offering

$280,144,000

Denominator:

Shares of our common stock outstanding prior to this offering(2)

21,597,907

Shares of our common stock being sold in this offering by us

10,000,000

Total shares of our common stock

31,597,907

(1)

Pro forma for the conversion of members equity and redeemable common units in TPH LLC into shares of common stock.

(2)

Includes 3,689,000 shares of our common stock which the selling stockholder is selling in this offering.

Each $1.00 increase (decrease) in the assumed initial public
offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro

forma net tangible book value per share immediately after this offering by $0.30 per share and the dilution in pro forma net tangible book value per share to purchasers in this offering by $0.70
per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

We may also increase or decrease the number of shares we are
offering. An increase of 1,000,000 shares in the number of shares of our common stock offered by us, together with a concomitant $1.00 increase in the assumed initial public offering price of $15.00 per share, which is the midpoint of the price
range set forth on the cover page of this prospectus, would increase the pro forma net tangible book value per share immediately after this offering and the dilution in pro forma net tangible book value per share to purchasers in this offering by
$0.47 and $0.53, respectively, after deducting the underwriting discount and estimated offering expenses payable by us. Conversely, a decrease of 1,000,000 shares in the number of shares of our common stock offered by us, together with a concomitant
$1.00 decrease in the assumed initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the pro forma net tangible book value per share immediately
after this offering and the dilution in pro forma net tangible book value per share to purchasers in this offering by $0.44 and $0.56, respectively, after deducting the underwriting discount and estimated offering expenses payable by us.

The following table sets forth, as of September 30,
2012, on the pro forma basis as described above, the differences between the number of shares of our common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders (pro forma
for the conversion of members equity and redeemable common units in TPH LLC into shares of common stock) and by purchasers in this offering, before deducting the underwriting discount and estimated offering expenses payable by us, at an
assumed initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Shares Purchased

Total Consideration

Number

Percent

Amount

Percent

Average PricePer Share

Existing stockholders(1)(2)

21,597,907

68.3

%

$

142,590,000

48.7

%

$

6.60

Purchasers in this offering from us

10,000,000

31.7

150,000,000

51.3

15.00

Total

31,597,907

100.0

%

$

292,590,000

100.0

%

$

9.26

(1)

Pro forma for the conversion of members equity and redeemable common units in TPH LLC into shares of common stock.

(2)

Includes 3,689,000 shares of our common stock which the selling stockholder is selling in this offering.

Sales by the selling stockholder in this offering will cause
the number of shares held by our existing stockholders to be reduced to 17,908,907 shares, or approximately 56.7% of the total number of shares of our common stock outstanding after this offering.

If the underwriters option to purchase
additional shares from the selling stockholder is exercised in full, the following will occur:



the number of shares of our common stock held by our existing stockholders will decrease to 15,855,557 shares, or approximately 50.2% of the total
number of shares of our common stock outstanding;



the number of shares of our common stock held by purchasers in this offering will increase to 15,742,350 shares, or approximately 49.8% of the total
number of shares of our common stock outstanding; and



the pro forma net tangible book value per share will be the same amounts as described above and the immediate dilution experienced by purchasers in
this offering will be the same amounts as described above.

We currently intend to retain our future earnings, if any, to
finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors
and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant. Accordingly, you may need to sell your
shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See Risk FactorsRisks Related to this Offering and Ownership of Our Common
StockWe do not intend to pay dividends on our common stock for the foreseeable future.

The following sets forth our selected financial and operating
data on a historical basis. You should read the following summary of selected financial data in conjunction with our consolidated historical financial statements and the related notes and with Managements Discussion and Analysis of
Financial Condition and Results of Operations, which are included elsewhere in this prospectus.

Our historical consolidated balance sheet information as of December 31, 2011 and 2010 and September 23, 2010, and consolidated
statements of operations information for the year ended December 31, 2011, the period from September 24, 2010 (inception date of TRI Pointe Homes, LLC) through December 31, 2010 and the period from January 1, 2010 through
September 23, 2010 (our predecessor) have been derived from the historical consolidated financial statements audited by Ernst & Young LLP, independent auditors, whose report with respect thereto is included elsewhere in this
prospectus. From April 2009 to September 23, 2010, our principals were engaged primarily in the business of constructing homes for independent third-party property owners through a number of different entities.

Our unaudited historical consolidated balance sheet
information as of September 30, 2012 and consolidated statements of operations information for the nine-month periods ended September 30, 2012 and 2011 are derived from our unaudited historical consolidated financial statements, which we
believe include all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. Our results of operations for the interim period ended September 30, 2012 are not necessarily
indicative of the results to be obtained for the full calendar year.

Pro forma for the conversion of members equity and redeemable common units in TPH LLC into shares of common stock.

(2)

During the period ended September 30, 2012, the Starwood Fund made an additional capital contribution to TPH LLC in the amount of $37 million,
representing the contribution of the remainder of its $150 million equity commitment to TPH LLC, in exchange for additional common units. As of September 30, 2012, we were required to return this $37 million capital contribution (or a
lesser amount specified by the Starwood Fund) to the Starwood Fund if this offering were not to close by February 28, 2013, or if this offering were to terminate prior to that time. In November 2012, we obtained written approval from the
Starwood Fund, pursuant to an amendment of the operating agreement of TPH LLC, to remove the redemption feature of the $37 million of common units.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read
the following in conjunction with the sections of this prospectus entitled Risk Factors, Cautionary Note Concerning Forward-Looking Statements, Selected Financial Data and Our Business and our
historical financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing
of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled Risk Factors and elsewhere in this prospectus.

We are engaged in the design, construction and sale of
innovative single-family homes in planned communities in major metropolitan areas located throughout Southern and Northern California. We also provide fee building services whereby we build, market and sell homes for independent third-party property
owners with whom we have revenue sharing agreements on projects typically marketed under the TRI Pointe Homes brand name. We have two reportable segments: homebuilding and fee building. Our corporate segment primarily provides management services to
our operating segments.

Overview and Outlook

During the nine months ended September 30, 2012, the
overall housing market continued to show signs of improvement largely driven by increasing consumer confidence levels related to the homebuilding industry, continued excellent housing affordability based on historical metrics, decreasing home
inventory levels in many markets, and more positive consumer sentiment for the overall economy. Individual markets continue to experience varying results as local economic and employment situations strongly influence the local market demand and home
buying abilities. However, most of our markets have shown positive indicators of a sustainable recovery. We improved on most key operating metrics during the nine months ended September 30, 2012 as compared to the same period in 2011, including
increased net new home orders, home deliveries, average sales prices, home sales revenue, backlog units, backlog value and homebuilding gross margins.

Basis of Presentation

Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and have been prepared in
accordance with GAAP as contained within the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Our consolidated financial statements and notes thereto for interim periods presented are
unaudited. In our opinion, these interim financial statements contain all adjustments (consisting of normal recurring adjustments) that are necessary for a fair statement of our operating results, financial position and cash flows. Operating results
for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2012.

Results of Operations

Our primary goal in 2011 was to source, perform due diligence, contract and acquire land or lots in targeted market areas to generate
deliveries with profitable returns beginning in late 2012 and beyond. We are currently actively acquiring and developing lots in California to maintain and grow our lot supply and active selling communities that are strategically located in selected
core markets with favorable population and employment growth as a result of proximity to job centers or primary transportation corridors. In addition to expanding our business in existing markets in California, we continue to prudently
evaluate opportunities to expand in other Southwestern markets. Accordingly, in October 2012, we announced our entry into the Colorado market. During the nine months ended September 30, 2012, we acquired 199 lots in three communities in
California and signed a land option contract, a purchase contract or a non-binding letter of intent to acquire an additional 547 lots in California and Colorado. As of September 30, 2012, we owned 552 lots in which we had commenced

development, held options or were under contract to acquire an additional 689 lots and had entered into non-binding letters of intent to acquire an additional 91 lots in our target markets. In
October 2012, we entered into an option contract to acquire an additional 61 lots in one new community in Southern California. With respect to the non-binding letters of intent, there can be no assurance that we will enter into binding agreements or
that we will complete these projects as planned.

We also focus on increasing our number of active selling locations which we expect will contribute to our net new home order growth, homes
in backlog and ultimately new home deliveries. We opened seven new selling locations during the nine-month period ended September 30, 2012, five in Southern California and two in Northern California. We experienced a 279% increase in net new
home orders from 34 to 129, a 720% increase in backlog units from 10 to 82 and a 1,052% increase in backlog value from $4.0 million to $46.1 million for the nine months ended September 30, 2012, as compared to the same period in 2011. Home
sales revenue was $22.3 million for the nine months ended September 30, 2012, representing an increase of $13.0 million, or 140%, when compared to the same period in the prior year, due to a 112% increase in the number of homes delivered from
26 to 55 and an increase in the average sales price of homes delivered from $357,000 to $405,000, representing an increase of $48,000, or 13%, during such period.

We refer to our financial statement line items in the
explanation of our period over period changes in results of operations. Below are general definitions of what those line items include and represent.

Revenues

Revenues are derived primarily from home deliveries and fee building services provided to independent third-party property owners. Home
sales revenue is recorded at close of escrow of the homes while revenue for fee building services is recorded when services have been provided to independent third-party property owners.

Expenses

Expenses relate to cost of home sales and fee building cost of sales provided to independent third-party property owners. Cost of home
sales includes the cost of land, land development, home construction, capitalized interest, indirect cost of construction, estimated warranty costs, real estate taxes and direct overhead costs incurred during development and home construction that
benefit the entire project, and is recorded after close of escrow of the homes. Expense for fee building cost of sales is recorded when services have been provided to independent third-party property owners. Sales and marketing expense is comprised
of direct selling expenses, including internal and external commissions, related sales and marketing expenses, such as advertising and model operations, and sales office costs and is recorded in the period incurred. General and administration
expenses represent corporate and divisional overhead expenses such as salaries, benefits, office expenses, outside professional services, insurance and travel expenses and are recorded in the period incurred.

Organizational Costs

Organizational costs include legal, accounting and other
expenditures incurred in connection with the formation of TPH LLC, which were expensed in their entirety during the period ended December 31, 2010.

Other Income (Expense), Net

Other income (expense), net, consists of interest income, national contract rebates, dead deal costs (pre-acquisition costs on projects
where we determine continuation of the project is not probable) and certain consulting fees.

The historical financial data presented below are not necessarily indicative of the results to be expected for any future period.

On September 24,
2010, we received an equity commitment of $150 million from the Starwood Fund, a private equity fund managed by an affiliate of Starwood Capital Group, a private equity firm founded and controlled by Barry Sternlicht, the chairman of our board.
Prior to the Starwood Funds investment, most of our operations consisted of fee building projects in which we built, marketed and sold homes for independent third-party property owners with whom we have revenue sharing agreements
on projects typically marketed under the TRI Pointe Homes brand name.

For periods prior to September 24, 2010, the date on which the Starwood Fund agreed to make its investment in us, we conducted our business through a number of different entities, which we refer to
collectively as our predecessor. For periods from and after September 24, 2010 and prior to the completion of our formation transactions, we conducted our business through TPH LLC. As a result of the foregoing, the
financial and operational data for 2010 that is presented and discussed in this prospectus is generally bifurcated between the period during 2010 that our business was conducted through our predecessor (January 1, 2010 through September 23,
2010) and the period during 2010 that our business was conducted through TPH LLC (September 24, 2010 through December 31, 2010). The historical results of operations of our predecessor may not be comparable to the results of operations of
TPH LLC because each of our predecessor and TPH LLC used a different basis of accounting and our homebuilding operations have been our strategic focus since September 24, 2010 compared to our predecessors focus on fee building services prior
to such date.

Net new home orders for the
nine months ended September 30, 2012 increased 279% to 129, compared to 34 during the same period in 2011. Our overall absorption rate (the rate at which home orders are contracted, net of cancellations) for the nine months ended
September 30, 2012 was 25.8 per average selling community (2.87 monthly), compared to 17.0 per average selling community (1.89 monthly) during the same period in 2011. Our monthly absorption rates increased despite an increase in our
cancellation rate. Our cancellation rate of buyers for our owned projects who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 17% for the nine months ended September 30, 2012 as compared
to an unusually low 8% during the same period in 2011. We believe our current cancellation rate of 17% is more representative of an industry average cancellation rate as compared to 8% for the nine months ended September 30, 2011. We
experienced substantial order growth primarily due to an increase in our average selling community count. Our average number of selling communities increased by three communities from two for the nine months ended September 30, 2011 to five for
the nine months ended September 30, 2012. The increase was due to our opening seven new selling communities for the nine months ended September 30, 2012, offset by final net new home orders at two selling communities. The increase in net
new home orders positively impacted our number of homes in backlog, which are homes we expect to close in future periods. We expect that our net new home orders and backlog increases will have a positive impact on revenues and cash flow in future
periods.

Backlog reflects the number of homes,
net of actual cancellations experienced during the period, for which we have entered into a sales contract with a customer but for which we have not yet delivered the home. Homes in backlog are generally closed within three to six months, although
we may experience cancellations of sales contracts prior to closing. The increase in backlog units of 72 homes was driven by the 279% increase in net new home orders during the nine months ended September 30, 2012 as compared to the same period
of the previous year. The dollar value of backlog increased $42.2 million, or 1,052%, as of September 30, 2012 from $4.0 million as of September 30, 2011. The increase in dollar amount of backlog reflects an increase in the number of homes
in backlog of 72, or 720%, to 82 homes as of September 30, 2012 from 10 homes as of September 30, 2011 and an increase in the average sales price of homes in backlog. We experienced an increase in the average sales price of homes in
backlog of $163,000, or 40%, to $563,000 as of September 30, 2012 compared to $400,000 as of September 30, 2011 due to the introduction of new product at seven new communities with a shift to larger square footage homes with corresponding
higher average sales prices in the 2012 period, including one move-up product. The increase in the dollar amount of backlog of homes sold but not closed as described above generally results in an increase in operating revenues in subsequent periods.

New home deliveries increased
29, or 112%, to 55 during the nine months ended September 30, 2012 from 26 during the nine months ended September 30, 2011. The increase in new home deliveries was primarily attributable to the increase in net new home orders and units in
backlog due to the increase in the average number of selling communities. In addition, we were able to convert 59% of our units in backlog as of June 30, 2012 into home deliveries for the three months ended September 30, 2012.

Home sales revenue increased $13.0 million, or 140%, to $22.3
million for the nine months ended September 30, 2012 from $9.3 million for the nine months ended September 30, 2011. The increase was primarily attributable to: (1) an increase in revenue of $11.7 million due to a 112% increase in
homes closed to 55 for the nine months ended September 30, 2012 from 26 for the nine months ended September 30, 2011, and (2) an increase in revenues of $1.4 million related to an increase in average sales price of $48,000 per unit to
$405,000 for the nine months ended September 30, 2012 from $357,000 for the nine months ended September 30, 2011. The increase in the average sales price of homes delivered was attributable to a change in product mix from the deliveries at
four new communities for the nine months ended September 30, 2012, which included an increase in the number of homes delivered with a sales price in excess of $400,000.

Homebuilding

Nine Months EndedSeptember 30,

2012

%

2011

%

Home sales

$

22,277,000

100.0

%

$

9,279,000

100.0

%

Cost of home sales

19,663,000

88.3

%

8,408,000

90.6

%

Homebuilding gross margin

2,614,000

11.7

%

871,000

9.4

%

Add: interest in cost of home sales

211,000

1.0

%

181,000

1.9

%

Adjusted homebuilding gross margin(1)

$

2,825,000

12.7

%

$

1,052,000

11.3

%

Homebuilding gross margin percentage

11.7

%

9.4

%

Adjusted homebuilding gross margin percentage(1)

12.7

%

11.3

%

(1)

Non-GAAP financial
measure (as discussed below).

Homebuilding gross margin represents home sales revenue less cost of home sales. Cost of home sales increased $11.3 million, or 134%, to
$19.7 million for the nine months ended September 30, 2012 from $8.4 million for the nine months ended September 30, 2011. The increase was primarily due to a 112% increase in the number of homes delivered and the product mix of homes
delivered from new communities in the 2012 period. Our homebuilding gross margin percentage increased to 11.7% for the nine months ended September 30, 2012 as compared to 9.4% for the same period in 2011, primarily due to the delivery unit mix
from new projects, which achieve higher gross margins, along with additional cost savings on existing projects offset by 33% of our deliveries from existing older product with lower gross margins in the 2012 period as compared to the 2011 period.

Excluding interest in cost of home sales, adjusted homebuilding gross margin percentage was
12.7% for the nine months ended September 30, 2012, compared to 11.3% for the nine months ended September 30, 2011. Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is meaningful as it
isolates the impact that leverage has on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure
to homebuilding gross margin, the nearest GAAP equivalent.

Fee Building

Nine Months EndedSeptember 30,

2012

%

2011

%

Fee building revenue

$

244,000

100.0

%

$

5,635,000

100.0

%

Fee building cost

206,000

84.4

%

5,437,000

96.5

%

Fee building gross margin

$

38,000

15.6

%

$

198,000

3.5

%

As of September 30,
2012, we had entered into one construction management agreement to build 83 homes in Moorpark, California and entered into a non-binding letter of intent to build 57 homes in Carpinteria, California. There can be no assurance that we will enter into
a binding agreement or that we will complete this project as planned. In addition, we completed one fee building project in Irvine, California, whereby all homes were completed and delivered to the third-party property owner, leaving three active
model homes remaining unsold. Fee building revenue, which was all recorded in Southern California, decreased $5.4 million, or 96%, to $244,000 for the nine months ended September 30, 2012 from $5.6 million for the nine months ended
September 30, 2011. Fee building cost decreased $5.2 million, or 96%, to $206,000 for the nine months ended September 30, 2012 from $5.4 million for the nine months ended September 30, 2011. Fee building revenue and cost decreased
primarily due to the close out of two of the three fee building projects in 2011, leaving only one remaining fee building project for the nine months ended September 30, 2012, which completed construction activity in early 2012. The two new fee
building projects mentioned above, one of which began in September 2012, began generating fee building revenue and cost in October 2012. Fee building gross margin represents the net fee income earned related to our fee building projects.

Selling, General and Administrative Expense

Nine Months EndedSeptember 30,

As a Percentage
ofHome Sales Revenue

2012

2011

2012

2011

Sales and marketing

$

2,351,000

$

1,062,000

10.5

%

11.4

%

General and administrative (G&A)

4,155,000

3,112,000

18.7

%

33.6

%

Total sales and marketing and G&A

$

6,506,000

$

4,174,000

29.2

%

45.0

%

Sales and marketing expense
increased $1.3 million, or 121%, to $2.4 million for the nine months ended September 30, 2012 from $1.1 million for the nine months ended September 30, 2011. The increase in sales and marketing expense was primarily attributable to a 150%
increase in the average number of selling communities and a 112% increase in the number of homes delivered for the nine months ended September 30, 2012 compared to the same period in 2011. Sales and marketing expense was 10.5% and 11.4% of
overall home sales revenue for the nine months ended September 30, 2012 and 2011, respectively. As a percentage of home sales revenue, we expect sales and marketing expense to decrease significantly as we begin to deliver homes in all of our
active projects.

General and administrative expenses increased $1.1 million, or 34%, to $4.2 million for the
nine months ended September 30, 2012 from $3.1 million for the nine months ended September 30, 2011. The increase was primarily attributed to (1) an increase of $677,000 in our compensation-related expenses resulting largely from a
29% increase in our office headcount to 31 employees as of September 30, 2012 compared to 24 as of September 30, 2011, (2) an increase of $195,000 in office rent and office related expenses to $389,000 for the nine months ended
September 30, 2012, as compared to $194,000 for the nine months ended September 30, 2011, due to our growth, and our resulting move to our Northern California office in August 2011 and our Southern California office in November 2011, and
(3) moderate increases in outside professional services, depreciation, travel and other miscellaneous expenses related to increased operations from our growth in 2012. Our general and administrative expense as a percentage of home sales revenue
was 18.7% and 33.6% for the nine months ended September 30, 2012 and 2011, respectively. We expect that our general and administrative expense as a percentage of home sales revenue will continue to decrease into the near future as our increase
in new home deliveries from growth in our community count generate increased home sales revenue.

Other Income (Expense), Net

Other income (expense), net, increased $45,000, or 110%, to $86,000 for the nine months ended September 30, 2012 from $41,000 for the nine months ended September 30, 2011. The increase in other
income (expense), net, was due to a decrease in other income of $98,000 related to a reduction in national contract rebates collected from closed projects, offset by a decrease in other expense of $59,000 related to the reduction in dead deal costs
for the nine months ended September 30, 2012 as compared to the same period in 2011.

Other Items

Interest, which was incurred principally to finance land acquisitions, land development and home construction, totaled $1,297,000 and $108,000 for the nine months ended September 30, 2012 and 2011,
respectively, all of which was capitalized to real estate inventory. The increase in interest incurred during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011 was primarily attributable to
our increase in outstanding debt, which was the result of the increase in the number of active projects and the growth in our real estate inventory.

Net Loss

As a result of the foregoing factors, net loss during the nine months ended September 30, 2012 was $3.9 million compared to a
net loss during the nine months ended September 30, 2011 of $3.1 million.

Lots Owned and Controlled

The table below summarizes our lots owned and controlled as of the dates presented:

September 30,

Increase (Decrease)

2012

2011

Amount

%

Lots Owned

Southern California

382

311

71

23

%

Northern California

170

108

62

57

%

Total

552

419

133

32

%

Lots Controlled(1)

Southern California

387

326

61

18

%

Northern California

305



305



Colorado

149



149



Total

841

326

515

157

%

Total Lots Owned and Controlled(1)

1,393

745

648

87

%

(1)

Includes
(i) 689 lots that are under land option contracts or purchase contracts, (ii) 91 lots that are under non-binding letters of intent and (iii) 61 lots that are under an option contract executed in October 2012, in

two new communities and one existing community in Southern California for an aggregate purchase price of approximately $56.0 million. With respect to the lots under non-binding letters of intent,
there can be no assurance that we will enter into binding agreements or as to the terms thereof.

In Southern California, our owned and controlled land totaled 769 lots as of September 30, 2012. We plan to open sales locations at
five new communities in 2013 in the following cities (counties): La Habra (Orange County), San Diego (San Diego County), Rancho Mission Viejo (Orange County), Azusa (Los Angeles County) and Irvine (Orange County). Lots under option contracts include
two attractive infill development sites (which are new homes constructed on vacant or under-utilized lots among existing properties in established communities) in Huntington Beach (Orange County), which are projected to begin sales in 2014. In
addition to our owned projects, we are managing three fee building projects for a total of 143 homes (including one project to build 57 homes pursuant to a non-binding letter of intent).

In Northern California, our owned and controlled land totaled 475 lots as of September 30, 2012. These
lots are all in the highly desirable Bay Area, contiguous to Silicon Valley. We plan to open sales locations at two new communities located in Mountain View (Santa Clara County) and San Mateo (San Mateo County) in 2013. Lots under option contracts
include three new projects in a well-located new community in Alameda (Alameda County), which are projected to open in 2014.

In Colorado, our controlled land totaled 149 lots as of September 30, 2012. We plan to open a sales location in this community
located south of Denver in Castle Rock (Douglas County) in 2013.

Year Ended December 31, 2011 Compared to the Period from September 24, 2010 through December 31, 2010

Net New Home Orders and Backlog

Year EndedDecember 31,2011

Period
FromSeptember 24, 2010(Inception)ThroughDecember 31,2010

Increase (Decrease)

Amount

%

Net new home orders

42

9

33

367

%

Cancellation rate

13

%

19

%

(6)

%

(32)

%

Average selling communities

2

2





%

Selling communities at end of period

3

2

1

50

%

Backlog (dollar value)

$

3,364,000

$

696,000

$

2,668,000

383

%

Backlog (units)

8

2

6

300

%

Average sales price of backlog

$

421,000

$

348,000

$

73,000

21

%

Net new home orders for the
year ended December 31, 2011 increased 33, or 367%, to 42 compared to nine for the period from September 24, 2010 through December 31, 2010. Our overall absorption rate for the year ended December 31, 2011 was 21.0 per
average selling community (1.75 monthly), compared to 4.5 per average selling community (1.50 monthly) for the period from September 24, 2010 through December 31, 2010. Our absorption rate per average selling community increased and
we experienced substantial order growth because of the comparison of twelve months of order activity to just over three months in the 2010 period. Our cancellation rate was approximately 13% for the year ended December 31, 2011 as compared to
19% for the period from September 24, 2010 through December 31, 2010.

Backlog units increased by six homes, or 300%, to eight as of December 31, 2011 as compared to two as of December 31, 2010 primarily driven by the 367% increase in net new home orders for the
year ended December 31, 2011. The dollar value of backlog increased $2.7 million, or 383%, to $3.4 million as of December 31, 2011 from $0.7 million as of December 31, 2010. The increase in dollar amount of backlog

reflects an increase in the number of homes in backlog and an increase in the average sales price of homes in backlog. Our average sales price of homes in backlog increased $73,000, or 21%, to
$421,000 for the period ended December 31, 2011 compared to $348,000 for the period from September 24, 2010 through December 31, 2010 due to the introduction of new product at new communities with a shift to larger square footage
homes with corresponding higher average sales prices in the 2011 period.

Home Sales Revenue and New Homes Delivered

Year EndedDecember 31,2011

Period
FromSeptember 24,2010 (Inception)ThroughDecember 31,2010

Increase (Decrease)

Amount

%

New homes delivered

36

11

25

227

%

Home sales revenue

$

13,525,000

$

4,143,000

$

9,382,000

226

%

Average sales price of homes delivered

$

376,000

$

377,000

$

(1,000

)



%

New home deliveries increased
25, or 227%, to 36 during the year ended December 31, 2011 from 11 during the period from September 24, 2010 through December 31, 2010. The increase in new home deliveries was primarily attributable to the increase in units in backlog
and net new home orders because of the comparison of twelve months of activity to just over three months in the 2010 period.

Home sales revenue increased $9.4 million, or 226%, to $13.5 million for the year ended December 31, 2011 from $4.1 million for the
period from September 24, 2010 through December 31, 2010, all of which is attributed to the increase in number of homes delivered given the slight change in the average sales price of homes delivered between the periods.

Homebuilding

Year EndedDecember 31,2011

%

Period
FromSeptember 24,2010 (Inception)ThroughDecember 31,2010

%

Home sales

$

13,525,000

100.0

%

$

4,143,000

100.0

%

Cost of home sales

12,075,000

89.3

%

3,773,000

91.1

%

Homebuilding gross margin

1,450,000

10.7

%

370,000

8.9

%

Add: interest in cost of home sales

269,000

2.0

%

88,000

2.1

%

Adjusted homebuilding gross margin(1)

1,719,000

12.7

%

458,000

11.0

%

Homebuilding gross margin percentage

10.7

%

8.9

%

Adjusted homebuilding gross margin percentage(1)

12.7

%

11.0

%

(1)

Non-GAAP financial
measure (as discussed below).

Cost of home sales increased $8.3 million, or 220%, to $12.1 million for the year ended December 31, 2011 from $3.8 million for the
period from September 24, 2010 through December 31, 2010, primarily due to the 227% increase in the number of homes delivered. Our homebuilding gross margin percentage increased to 10.7% for the year ended December 31, 2011 as
compared to 8.9% for the period from September 24, 2010 through

December 31, 2010. The increase in margins is primarily due to additional cost savings achieved at our two communities in the 2011 period as compared to the delivery unit mix of homes for
the 2010 period, which included 27% of our deliveries from existing older product with lower gross margins versus the newer product currently being delivered. Excluding interest in cost of home sales, adjusted homebuilding gross margin percentage
was 12.7% for the year ended December 31, 2011, compared to 11.0% for the period from September 24, 2010 through December 31, 2010. Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is
meaningful as it isolates the impact that leverage has on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP
financial measure to homebuilding gross margin, the nearest GAAP equivalent.

Fee Building

Year EndedDecember 31,2011

%

Period
FromSeptember 24,2010 (Inception)ThroughDecember 31,2010

%

Fee building revenue

$

5,804,000

100.0

%

$

14,844,000

100.0

%

Fee building cost

5,654,000

97.4

%

14,030,000

94.5

%

Fee building gross margin

$

150,000

2.6

%

$

814,000

5.5

%

Fee building revenue, which
was all recorded in Southern California, decreased $9.0 million, or 61%, to $5.8 million for the year ended December 31, 2011 from $14.8 million for the period from September 24, 2010 through December 31, 2010. Fee building cost
decreased $8.4 million, or 60%, to $5.6 million for the year ended December 31, 2011 from $14.0 million for the period from September 24, 2010 through December 31, 2010. Fee building revenue and cost decreased primarily due to the
close out of two fee building projects in 2011 and the change in the focus of our business from fee building to primarily building and selling homes for our own account.

Selling, General and Administrative Expense

As a Percentage of Home SalesRevenue

Year EndedDecember 31,2011

Period
FromSeptember 24,2010 (Inception)ThroughDecember 31,2010

Year EndedDecember 31,2011

Period
FromSeptember 24,2010 (Inception)ThroughDecember 31,2010

Sales and marketing

$

1,553,000

$

408,000

11.5

%

9.8

%

General and administrative (G&A)

4,620,000

1,875,000

34.2

%

45.3

%

Total sales and marketing and G&A

$

6,173,000

$

2,283,000

45.7

%

55.1

%

Sales and marketing expense
increased $1.1 million, or 281%, to $1.6 million for the year ended December 31, 2011 from $0.4 million for the period from September 24, 2010 through December 31, 2010. The increase in sales and marketing expense was primarily
attributable to a 227% increase in the number of homes delivered for the year ended December 31, 2011 and the twelve months of model operations for the full year as compared to just over three months for the period from September 24, 2010
through December 31, 2010. Sales and marketing expense was 11.5% and 9.8% of overall home sales revenue for the year ended December 31, 2011 and the period from September 24, 2010 through December 31, 2010, respectively.

General and administrative expenses increased $2.7 million, or 146%, to $4.6 million for the
year ended December 31, 2011 from $1.9 million for the period from September 24, 2010 through December 31, 2010 primarily attributable to twelve months of general and administrative expenses for the full year as compared to just over
three months for the period from September 24, 2010 through December 31, 2010. Our general and administrative expense as a percentage of home sales revenue was 34.2% and 45.3% for the year ended December 31, 2011 and the period from
September 24, 2010 through December 31, 2010, respectively, as a result of the lower level of home sales revenue in the 2010 period given the startup nature of our company.

Other Income (Expense), Net

Other income (expense), net, increased $5,000, or 33%, to
$20,000 for the year ended December 31, 2011 from $15,000 for the period from September 24, 2010 through December 31, 2010. The increase was primarily due to an increase in other income of $119,000 related to national contract rebates
collected from closed projects, offset by an increase in other expense of $128,000 related to an increase in dead deal costs for the year ended December 31, 2011 as compared to the period from September 24, 2010 through December 31,
2010.

Organizational Costs

Organizational costs include legal,
accounting and other expenditures incurred in connection with the formation of TPH LLC, which were expensed in their entirety during the period ended December 31, 2010.

Net Loss

As a result of the foregoing factors, net loss for the year
ended December 31, 2011 was $4.6 million compared to a net loss for the period from September 24, 2010 through December 31, 2010 of $2.2 million.

Lots Owned and Controlled

The table below summarizes our lots owned and controlled as of the dates presented:

December 31,

Increase (Decrease)

2011

2010

Amount

%

Lots Owned

Southern California

301

48

253

527

%

Northern California

107



107

N/A

Total

408

48

360

750

%

Lots Controlled(1)

Southern California

326

169

157

93

%

Northern California

59



59



%

Total

385

169

216

128

%

Total Lots Owned and Controlled(1)

793

217

576

266

%

(1)

Includes lots under an option contract or under non-binding letters of intent.

Year Ended December 31, 2011 Compared to the Period from January 1, 2010 through
September 23, 2010 (Our Predecessor)

Net New Home Orders and Backlog

Our Predecessor

Year EndedDecember 31,

Period FromJanuary 1, 2010Through

September 23,

Increase (Decrease)

2011

2010

Amount

%

Net new home orders

42

4

38

950

%

Cancellation rate

13

%

20

%

(7)

%

(35)

%

Average selling communities

2

1

1

100

%

Selling communities at end of period

3

1

2

200

%

Backlog (dollar value)

$

3,364,000

$

1,392,000

$

1,972,000

142

%

Backlog (units)

8

4

4

100

%

Average sales price of backlog

$

421,000

$

348,000

$

73,000

21

%

Net new home orders for the
year ended December 31, 2011 increased 38, or 950%, to 42 compared to four for the period from January 1, 2010 through September 23, 2010. Our overall absorption rate for the year ended December 31, 2011 was 21.0 per average
selling community (1.75 monthly). The comparative analysis for the absorption rate for the period from January 1, 2010 through September 23, 2010 is not comparable given only one active selling location which opened in May 2010. Our
absorption rate per average selling community increased and we experienced substantial order growth for the year ended December 31, 2011 as compared to the period from January 1, 2010 through September 23, 2010 due to twelve months of
order activity from two selling communities versus four months of order activity from one selling location in the 2010 period. Our cancellation rate was approximately 13% for the year ended December 31, 2011 as compared to 20% for the period
from January 1, 2010 through September 23, 2010. The cancellation rate was higher for the period from January 1, 2010 through September 23, 2010 due to the limited amount of orders as compared to a full year of activity ended
December 31, 2011.

Backlog units increased
by four homes, or 100%, to eight as of December 31, 2011 as compared to four homes as of September 23, 2010 primarily driven by the 950% increase in net new home orders offset by 36 home deliveries for the year ended December 31,
2011. The dollar value of backlog increased $2.0 million, or 142%, to $3.4 million as of December 31, 2011 from $1.4 million as of September 23, 2010. The increase in dollar amount of backlog reflects the increase in the number of homes in
backlog and an increase in the average sales price of homes in backlog. Our average sales price of homes in backlog increased $73,000, or 21%, to $421,000 for the period ended December 31, 2011 compared to $348,000 for the period from
January 1, 2010 through September 23, 2010 due to the introduction of new product at new communities with a shift to larger square footage homes with corresponding higher average sales prices in the 2011 period.

Home Sales Revenue and New Homes Delivered

Our Predecessor

Year EndedDecember 31,

Period FromJanuary 1, 2010Through

September 23,

Increase (Decrease)

2011

2010

Amount

%

New homes delivered

36



36

N/A

Home sales revenue

$

13,525,000

$



$

13,525,000

N/A

Average sales price of homes delivered

$

376,000

$



$

376,000

N/A

Increase in new homes
delivered, home sales revenue and average sale price is because we did not have any home sales during the predecessor period from January 1, 2010 through September 23, 2010. In addition, we have not included a homebuilding gross margin
table for the same reason.

Fee building revenue, which
was all recorded in Southern California, decreased $14.0 million, or 71%, to $5.8 million for the year ended December 31, 2011 from $19.9 million for the period from January 1, 2010 through September 23, 2010. Fee building cost
decreased $11.6 million, or 67%, to $5.6 million for the year ended December 31, 2011 from $17.2 million for the period from January 1, 2010 through September 23, 2010. Fee building revenue and cost decreased primarily due to the
close out of two fee building projects in 2011 and the change in the focus of our business from fee building to primarily building and selling homes for our own account.

Selling, General and Administrative Expense

Our Predecessor

Year
EndedDecember 31,2011

Period
FromJanuary
1,2010ThroughSeptember
23,2010

As a Percentage of

Home Sales Revenue

2011

2010

Sales and marketing

$

1,553,000

$

136,000

11.5

%

N/A

General and administrative (G&A)

4,620,000

1,401,000

34.2

%

N/A

Total sales and marketing and G&A

$

6,173,000

$

1,537,000

45.7

%

N/A

Sales and marketing expense
increased $1.5 million, or 1,042%, to $1.6 million for the year ended December 31, 2011 from $0.1 million for the period from January 1, 2010 through September 23, 2010. The increase in sales and marketing expense was primarily
attributable to 36 homes delivered for the year ended December 31, 2011 and the twelve months of model operations for two communities for the full year 2011 as compared to no home deliveries and four months of model operations for one community
for the period from January 1, 2010 through September 23, 2010. Sales and marketing expense was 11.5% of overall home sales revenue for the year ended December 31, 2011 with no comparative data for the period from January 1, 2010
through September 23, 2010 due to no home sales revenue.

General and administrative expenses increased $3.2 million, or 230%, to $4.6 million for the year ended December 31, 2011 from $1.4 million for the period from January 1, 2010 through
September 23, 2010 primarily attributable to our growth in employees and operations for the full year 2011 as compared to the period from January 1, 2010 through September 23, 2010. Our general and administrative expense as a
percentage of home sales revenue was 34.2% with no comparative data for the period from January 1, 2010 through September 23, 2010 due to no home sales revenue.

Other Income (Expense), Net

Other income (expense), net, decreased $23,000, or 53%, to
$20,000 for the year ended December 31, 2011 from $43,000 for the period from January 1, 2010 through September 23, 2010. The decrease was primarily due to an increase in other income of $123,000 related to national contract rebates
collected from closed projects and $11,000 of interest income, offset by an increase in other expense of $118,000 related to the increase in dead deal costs for the year ended December 31, 2011 as compared to the period from January 1,
2010 through September 23, 2010.

As a result of the foregoing factors, net loss for the year ended December 31, 2011 was $4.6 million
compared to net income for the period from January 1, 2010 through September 23, 2010 of $1.1 million.

Lots Owned and Controlled

The table below summarizes our lots owned and controlled as of the dates presented:

December
31,2011

As
ofSeptember 23,2010

Increase (Decrease)

Amount

%

Lots Owned

Southern California

301

59

242

410

%

Northern California

107



107

N/A

Total

408

59

349

592

%

Lots Controlled(1)

Southern California

326

126

200

160

%

Northern California

59



59



%

Total

385

126

259

206

%

Total Lots Owned and Controlled(1)

793

185

608

329

%

(1)

Includes lots under an option contract or under non-binding letters of intent.

Liquidity and Capital Resources

Overview

Our principal uses of capital for the nine months ended
September 30, 2012 were operating expenses, land purchases, land development, home construction and the payment of routine liabilities. We used funds generated by operations and available borrowings to meet our short-term working capital
requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and keep us poised for growth.

Cash flows for each of our communities depend on their stage
in the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, and construction of model homes, roads,
utilities, general landscaping and other amenities. Because these costs are a component of our inventory and not recognized in our statement of operations until a home closes, we incur significant cash outlays prior to our recognition of earnings.
In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity
standpoint, we are currently actively acquiring and developing lots in our markets to maintain and grow our lot supply and active selling communities that are strategically located in core markets, which are in major job centers or on
transportation corridors to those job centers. We are also using our cash on hand to fund expansion into Colorado. As demand for new homes improves and we continue to expand our business, we expect that cash outlays for land purchases and land
development to grow our lot inventory will exceed our cash generated by operations. During the nine months ended September 30, 2012, we closed 55 homes, purchased 199 lots for $35.2 million, spent $14.5 million on land development, and started
construction on 183 homes. The opportunity to purchase substantially finished lots in desired locations is becoming increasingly more limited and competitive. As a result, we are spending more dollars on land development, as we are purchasing more
undeveloped land and partially finished lots than in recent years.

We exercise strict controls and believe we have a prudent strategy for company-wide cash
management, including those related to cash outlays for land and inventory acquisition and development. We ended the third quarter with $45.2 million of cash and cash equivalents, a $35.1 million increase from December 31, 2011, primarily as a
result of additional capital contributions of $66.0 million, a net increase in notes payable of $39.6 million and home sales revenue of $22.3 million for the nine months ended September 30, 2012, offset by land acquisitions and land
development expenditures of $54.5 million, an increase in our home inventory under construction of $31.6 million and other expenditures of $6.7 million. We intend to generate cash from the sale of our inventory net of loan release payments on our
notes payable, but we intend to redeploy the net cash generated from the sale of inventory to acquire and develop strategic and well-positioned lots that represent opportunities to generate desired margins, as well as for other operating purposes.

In addition to expanding our business in existing
markets in California, we continue to look for opportunities to expand outside our existing markets. Accordingly, in October 2012 we announced our entry into the Denver, Colorado market. We purchased our first lots in Colorado in December 2012, and
we expect to begin sales operations in the second quarter of 2013 and to have our first deliveries in the third quarter of 2013. Entry into the Denver area offers us growth opportunities based on a number of positive factors, including a growing
employment base, rising median incomes, and affordable cost of living. We are also looking at opportunities in other Southwestern markets to expand our footprint into new markets with positive growth potential and the ability to leverage our
existing resources.

We intend to employ both debt
and equity as part of our ongoing financing strategy, coupled with redeployment of cash flows from continuing operations, to provide us with the financial flexibility to access capital on the best terms available. In that regard, we expect to employ
prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us and we anticipate that future indebtedness will likewise be recourse. As of
September 30, 2012, we had approximately $86.0 million of aggregate loan commitments, of which $46.4 million was outstanding. At such date, our aggregate loan commitments consisted of a $20 million secured revolving credit facility, which
provides financing for several real estate projects, two project-specific revolving loans and several other loan agreements related to the acquisition and development of lots and the construction of model homes and homes for sale. We amended our
secured revolving credit facility in December 2012 to, among other things, increase the maximum amount that can be borrowed thereunder to $30 million. Our board of directors will consider a number of factors when evaluating our level of indebtedness
and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and our company as a
whole, to generate cash flow to cover the expected debt service. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to remain
conservatively capitalized. However, our charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

We intend to finance future acquisitions and developments
with the most advantageous source of capital available to us at the time of the transaction, which may include a combination of common and preferred equity, secured and unsecured corporate level debt, property-level debt and mortgage financing and
other public, private or bank debt.

Secured
Revolving Credit Facility

As of
September 30, 2012, we were party to a secured revolving credit facility which has a maximum loan commitment of $20 million. Our secured revolving credit facility has an initial maturity date of April 19, 2014 and a final maturity date of
April 19, 2015. We may borrow under our secured revolving credit facility in the ordinary course of business to fund our operations, including our land development and homebuilding activities. Interest on our secured revolving credit facility
is paid monthly at a rate based on LIBOR or prime rate pricing, subject to a minimum interest rate floor of 5.5%. As of September 30, 2012, the outstanding principal balance

was $7.1 million, the interest rate was 5.5% per annum and we had approximately $11.0 million of availability under our secured revolving credit facility. We amended our secured revolving
credit facility in December 2012 to, among other things, increase the maximum amount that can be borrowed thereunder to $30 million and to decrease the minimum interest rate floor to 5.0%.

Secured Acquisition and Development Loans and Construction Loans

As of September 30, 2012, we were party to several
secured acquisition and development loan agreements to purchase and develop land parcels. In addition, we were party to several secured construction loan agreements for the construction of our model and production homes. As of September 30,
2012, the total aggregate commitment of our acquisition and development loans and our construction loans was approximately $66.0 million, of which $39.3 million was outstanding. The acquisition and development loans will be repaid as lots are
released from the loans based upon a specific release price, as defined in each respective loan agreement. Our construction loans will be repaid with proceeds from home sales based upon a specific release price, as defined in each respective loan
agreement. These loans range in maturity between May 2013 and February 2015, including the six month extensions which are at our election (subject to certain conditions). Interest on the loans is paid monthly at a rate based on LIBOR or prime rate
pricing, with interest rate floors ranging between 4.0% and 6.0%.

Covenant Compliance

Under our secured revolving credit facility, our acquisition and development loans and our construction loans, we are required to comply with certain financial covenants, including but not limited to
those set forth in the table below:

Financial Covenant

Actual at September 30, 2012

Covenant Requirement atSeptember 30, 2012

Liquidity(1)

$

56,252,000

$

5,000,000

(Greater of $5.0 million or 10% of total liabilities)

Tangible Net Worth

$

104,444,000

$

61,500,000

(Not less than $47.0 million plus 50% of annual net income and 50% of additional future capital contributions and net proceeds
from equity offerings after December 31, 2011)

We believe that our leverage ratios provide useful information to the users of our financial
statements regarding our financial position and cash and debt management. The ratio of debt-to-capital and the ratio of net debt-to-capital are calculated as follows (dollars in thousands):